UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                   FORM 10-K SB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934
                  For the fiscal year ended September 30, 2001
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
              For the transition period from _________ to_________

                        Commission file number:

                           LAHAINA ACQUISITIONS, INC.
             (Exact name of Registrant as specified in its charter)

   COLORADO                                                     84-1325695
---------------                                              ------------------
(State or other                                               (I.R.S. Employer
jurisdiction of                                             Identification No.)
incorporation or
organization)

                        14001 East Iliff Avenue, Suite 704

                                 Denver, CO 80014
               --------------------------------------------------
                    (Address of principal executive offices)

     Registrant's telephone number, including area code: (303) 696-1700

     Securities registered pursuant to Section 12(b) of the Act: NONE

     Securities  registered  pursuant to Section 12(g) of the Act: Common Stock,
No Par Value

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)

     Based on the market price for the Registrant's common stock of $0.57 on
December 31, 2001, the  aggregate market value of the voting stock held is
approximately $15,458,283.

     The number of  outstanding  shares of Common  Stock,  No Par Value,  of the
Registrant as of December 31, 2001 was 27,119,796.
<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE

     1. Part IV - Current  Report on Form 8-K dated  August  23,  1999 and filed
with the commission on September 7, 1999.

     2. Part IV - Registration Statement on Form 10, filed December 29, 1995.

     3. Part IV - Current Report on Form 8-K dated and filed with the commission
on December 28, 1999.

     4. Part IV - Quarterly  Report on Form 10-Q/A for the period ended December
31, 1998, filed with the commission on October 29, 1999.

     5. Part IV - Post Effective  Amendment No. 1 to  Registration  Statement on
Form S-1  (Registration  No. 333-74607) filed with the commission on October 22,
1999.

     6. Part IV - Current Report on Form 8-K dated  September 17, 1999 and filed
with the commission on September 21, 1999.

     7. Part IV - Current  Report on Form 8-K/A dated January 18, 2000 and filed
with the commission on March 20, 2000.

     8. Part IV - Current Report on Form 8-K dated March 31, 2000 and filed with
the commission on March 31, 2000

     9. Part IV - Current  Report on Form 8-K/A  dated  March 31, 2000 and filed
with the commission on June 5, 2000.

    10. Part IV - Current Report on Form 8-K  dated and filed with the
commission on January 5, 2001.

    11. Part IV - Current Report on Form 8-K/A  dated and filed with the
commission on January 19, 2001.

    12. Part IV - Current Report on Form 8-K  dated and filed with the
commission on May 2, 2001.

    13. Part IV - Current Report on Form 8-K  dated and filed with the
commission on May 2, 2001.

    14. Part IV - Current Report on Form 8-K  dated and filed with the
commission on May 2, 2001.

    15. Part IV - Current Report on Form 8-K  dated and filed with the
commission on November 14, 2001.

    16. Part IV - Current Report on Form 8-K/A  dated December 10, 2001 and
filed with the commission on December 11, 2001.

    17. Part IV - Current Report on Form 8-K/A  dated December 10, 2001 and
filed with the commission on December 11, 2001.

    18. Part IV - Current Report on Form 8-K  dated  December 14, 2001 and filed
with the commission on December 14, 2001.


                                      2
<PAGE>



                           LAHAINA ACQUISITIONS, INC.
                               INDEX TO FORM 10-K

                                                                           Page

                                     PART I
   ITEM 1.    BUSINESS                                                       3
   ITEM 2.    PROPERTIES                                                     7
   ITEM 3.    LEGAL PROCEEDINGS                                              7
   ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            8

                                     PART II
   ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS                                           9
   ITEM 6.     SELECTED FINANCIAL DATA                                      10
   ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                          11
   ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
               MARKET RISK                                                  18
   ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                  19
   ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE                          38

                                    PART III
   ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT           39
   ITEM 11.    EXECUTIVE COMPENSATION                                       39
   ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT                                                   41
   ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS               42

                                     PART IV
   ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
               FORM 8-K                                                     43

               SIGNATURES                                                   75


                                       3
<PAGE>

                           FORWARD-LOOKING STATEMENTS

     With the exception of historical information, the matters discussed in this
Annual Report on Form 10-K include forward-looking statements.  Those statements
relate to  dividends;  business  plans,  programs and trends;  results of future
operations;  uses of future earnings;  satisfaction of future cash requirements;
funding of future growth; acquisition plans; and other matters. Words or phrases
such as  "will,"  "hope,"  "expect,"  "intend,"  "plan" or  similar  expressions
generally are intended to identify forward-looking statements.  Those statements
involve  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from  the  results  discussed   herein.   The  principal  risks  and
uncertainties  that may affect the Company's  actual  performance and results of
operations  include the  following:  general  economic  conditions  and interest
rates;  adverse weather;  changes in property taxes and energy costs; changes in
federal income tax laws and federal mortgage  financing  programs;  governmental
regulation;  changes in  governmental  and public  policy;  changes in  economic
conditions  specific to one or more of the  Company's  markets  and  businesses;
competition;   availability   of  raw  materials;   and  unexpected   operations
difficulties.  Other risks and  uncertainties may also affect the outcome of the
Company's  actual  performance and results of operations.  Readers are cautioned
not to place  undue  reliance  on the  forward-looking  statements  made in,  or
incorporated  by  reference  into,  this  Annual  Report  on Form 10-K or in any
document or statement referring to this Annual Report on Form 10-K.

                                     PART I

ITEM 1. BUSINESS

GENERAL

     Lahaina  Acquisitions, Inc. ("Lahaina" or the "Company") is primarily a
multi-state provider of mortgage banking services to consumers and also operates
a real estate development organization.  The Company's operations consist of a
mortgage broker division ("Accent Mortgage Services, Inc. " or "AMSI"), a
mortgage banking division ("United Capital Mortgage Corporation" or "UCMC"), a
real estate development division ("Accent Real Estate Group" or "ARG") and a
residential construction financing company ("Cross  Keys Capital, LLP" or
"CKC").

AMSI  is  a  residential  mortgage  broker,  providing  mortgage  brokerage
services  to  consumers  through a network  of about 30  branches  located in 15
states  with a  concentration of these in  Georgia  and  Florida.  AMSI is
licensed in 26 states and the  branches originate and close loans in most of
these states. UCMC is a residential mortgage banker working through a network of
12 traditional branch offices, principally in Colorado.  ARG is a real estate
organization operating on a limited basis in the development and sale of the
final remaining real estate lots that it owns. CKC is a relatively small
operation with one location and one employee.

BACKGROUND AND RECENT DEVELOPMENTS

     In March 2000, the Company  completed the  acquisition of certain assets of
Paradigm Mortgage Associates, Inc. (Paradigm) for 500,000 shares of common stock
of Lahaina.  Paradigm had a co-operative branch network of mortgage brokers and
the  Company  offered  many of these branches the  opportunity  to  become
co-operative branches with the Company.

     On October 1, 2000,  Lahaina  acquired United Capital Mortgage Corporation
(UCMC) of Denver,  Colorado.  United has a network of 12 traditional branch
offices in Colorado, Nevada and Florida and has a wholesale operation in New
York.  UCMC is a full service, multi-state mortgage banking company that
provides conventional, FHA, VA and second mortgage loans. UCMC branch offices
actively solicit the origination of a variety of types of  residential mortgage
loans, through personal contact as well as via the Internet.  UCMC has
established relationships with multiple funding sources, providing a wide
variety of mortgage  financing  options for consumers.

     Lahaina acquired Cross Keys Capital L.P. of Hershey, Pennsylvania in a
transaction effective  October 1, 2000. Cross Keys is a small operation with one
location  and  one employee,  which added residential construction financing to
the financing  programs which the Company could offer to its customers.

      Effective September 30,2001, Mr. Demerau entered into a severance
agreement within the Company.  As part of the agreement, Mr. Demerau agreed to
convert a portion of existing related party debt owing to him and to cancel his
employment agreement with the Company and the attendant obligations owing to him
thereunder for 1,500,000 shares of common stock.  Mr. Demerau also agreed to use
the balance of his notes to reimburse a portion of his 2001 employee
compensation, to cover certain expenses relating to the proposed listing of the
Company's stock on a German exchange and to guarantee the Swiss Air residential
property lease payments through February 15, 2002.

<PAGE>

     On September 30, 2001, subject to certain consents and approvals, the
Company sold AMSI to Betty M. Sullivan.  Ms. Sullivan served as Chief Operating
Officer and as a director of the Company.  Ms. Sullivan resigned these positions
effective September 30,2001.  The consideration for the transaction includes the
issuance of preferred stock with the Company retaining a 10% common stock
interest in AMSI and cancellation of significant inter-company accounts that
Lahaina owed to AMSI.  Upon completion, the Company will recognize a gain on
sale of approximately $450,000, the gain of which will be deferred until all
consents and approvals have been obtained.

CHANGE IN BOARD OF DIRECTORS

     Subsequent to year end, the Company added Dan E. Moudy, William McCord,
Florian Homm and Joe McAdams to the Board of  Directors. Also subsequent to year
end, L. Scott Demerau resigned his positions as Chairman, President and Chief
Executive Officer of Lahaina Acquisitions, Inc..  Dan Moudy was appointed to
replace Mr. Demerau as President and Chief Executive Officer.  William McCord
was appointed as the Chairman of the Company as well as Chief Executive Officer
of UCMC.  Betty M. Sullivan and Bart Siegal resigned their positions as
Directors.

BUSINESS OPERATIONS

     As a result of the initial merger and the subsequent acquisitions, the
Company acquired  additional assets,  primarily in the form of real estate and a
mortgage  financing  entity.  The Company's  operations consist primarily of a
mortgage banking division, with a limited real estate development division and
residential construction financing division.

UNITED CAPITAL MORTGAGE CORPORATION (UCMC)

     Headquartered in Colorado, UCMC is a full service, residential mortgage
banker providing conventional, FHA, VA and second mortgage financing services to
consumers through a network of 12 traditional branch offices in Colorado, Nevada
and Florida and has a wholesale operation in New York.  UCMC is licensed in four
states.

     UCMC branch offices actively solicit the origination of a variety of types
of  residential  mortgage  loans,  through  personal  contact as well as via the
Internet.  Interested  consumers are  encouraged  to submit a  pre-qualification
application  via a branch  website,  after which a loan officer  will  establish
personal contact.  UCMC loan officers guide consumers through the entire process
of obtaining a mortgage loan, from the initial  application to the final closing
of the mortgage loan. UCMC has established relationships with multiple potential
funding  sources,  providing a wide  variety of mortgage  financing  options for
consumers.

     The competition for borrowers is intense and is expected to increase
significantly in the future.  UCMC  believes that the primary factors involved
in choosing a mortgage  banker  include  personalized  service, availability of
competitive financing rates and financing  programs, and the ease with which the
financing can be completed, among others.

     The Company acquired Cross Keys Capital L.P. of Hershey, Pennsylvania  in a
transaction effective October 1, 2000.  While Cross Keys is a relatively small
operation with one location and two employees,  it added  residential
construction financing  to the financing programs UCMC can offer to its
customers.

     While the Company believes UCMC is an effective competitor, there can be no
assurance that UCMC's competitors and potential competitors will not develop
services and products that are equal or superior to those of UCMC or that
achieve greater market acceptance than its products and services.

     The financial  information  related to the mortgage segment can be found in
the footnotes to the Company's consolidated financial statements found in Item 8
of the annual report on Form 10-K.

ACCENT REAL ESTATE GROUP (ARG)

     ARG is a real estate development organization  engaged in the limited
development and sale of residential real estate.  At September 30, 2001, the
Company's only remaining development project included:

     SWISS AIR  ESTATES - a  lakefront  residential  community  located  at Lake
Sidney  Lanier,  just north of  metropolitan  Atlanta,  Georgia.  This  property
consists of  estate-sized  lots priced from $200,000 to $650,000.  The property
is zoned and is under development.  Five lots are on the market for sale as of
December 31, 2001.  On December  29, 2000, the Company also acquired the Swiss
Air Estates  residence of its former CEO. The residence was leased to a third
party and the Company has also placed this property for sale.

<PAGE>

GOVERNMENT REGULATION

     The  Company's  mortgage banking services division and its real estate
development  division  are  subject to  various  laws and  regulations.  UCMC is
subject  to rules  and  regulations  promulgated  by  federal,  state  and local
regulatory agencies in connection with originating, processing, underwriting and
selling mortgage loans.  These rules and regulations,  among other things impose
licensing obligations on UCMC, prohibit  discrimination,  establish underwriting
guidelines and mandate disclosures and notices to borrowers.  ARG is required to
comply with various federal,  state and local  environmental,  zoning, land use,
licensing and other laws and regulations  which govern its operations.  Existing
regulations may have a material  adverse impact on the Company's  operations by,
among other things, imposing additional compliance costs and delaying the period
in which  mortgages  may be processed or real estate  projects may be brought to
market.

     To date, the Company has not expended significant  resources on lobbying or
related government affairs issues but may be required to do so in the future.

EMPLOYEES

     As of the date of this report, the Company employs 2 people within its
corporate division and has approximately 150 employees in its mortgage division.


EXECUTIVE OFFICERS OF THE COMPANY

     Certain information about the Company's executive officers as of September
30, 2001 is provided below.

     L. Scott Demerau, age 40, was elected as a director, the Chief Executive
Officer and  President of the Company  effective August 23, 1999.  Mr. Demerau
holds  a  B.A.  from  the  Ferris  State  University.   Mr. Demerau began  his
entrepreneurial career in 1986 by forming a family entertainment center company,
Mountasia.  Mountasia  held an Initial  Public  Offering in 1993 and merged with
Malibu Entertainment  Worldwide in 1994 where he served as Chairman, President
and CEO until 1997.  From 1997 to 1999,  Mr. Demerau served as a consultant to
Malibu.

     Betty M. Sullivan,  age 50, was elected as a director, the Executive Vice
President -  Administration  and Secretary of the Company  effective  August 23,
1999. She is a graduate of the American  Institute of Banking,  Louisiana  State
University.  Ms. Sullivan was Assistant Vice President with Sun Banks of Florida
from 1968 to 1980.  She was owner and operator of two Sonny's  Real Pit Bar BBQ
Restaurants, and four Athletic Attic Sporting Goods Stores from 1981 to 1986.
She was  employed  as senior  management  with  Malibu  Entertainment  Worldwide
(formerly Mountasia),  a publicly traded company, as Executive Vice President of
Operations,  Vice  President  of Human  Relations,  Vice  President of Investors
Relations and Secretary from 1987 to 1999.

     Jacqueline L. Flynn  age 36, was elected  Chief Financial Officer of the
Company effective January 20, 2001.  Ms. Flynn has been with the Company since
July 1999.  Ms. Flynn holds a B.B.A. from the University of Georgia and a
Masters of Business Administration from Brenau University.  Ms. Flynn was the
Chief Financial Officer and Vice President of Commerce Mortgage from 1998 to
1999.  Ms. Flynn was the Chief Financial Officer and Vice President of
Credit Depot Corporation, a publicly traded multi-state mortgage company, from
1989 to 1998.

ITEM 2.  PROPERTIES

     The Company's operations are principally located in an office building in
Aurora, Colorado.  The Company  occupies approximately 24,000 square feet of
office  space under a lease that expires in 2008.  Annual rent associated
with this office space is approximately $336,000 including utilities. The
branches are generally located in office space that are rented under leases
with terms varying as to square foot prices and durations.

     At the date of this report,  ARG holds the following properties for sale:

     SWISS AIR  ESTATES - a  lakefront  residential  community  located  at Lake
Sidney Lanier, just north of metropolitan Atlanta,  Georgia. At the date of this
report,  this  property  consists  of five unsold estate-sized lots priced from
$200,000 to $650,000.  The Company holds title to the Swiss Air Estates
residence of its former CEO. The residence was leased to a third party.  The
Company has placed all of the property on the market for sale as of the date of
this filing.

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

     In an action filed January 10,  2001, in the Superior Court of Fulton
County,  Georgia, the Holder of convertible notes in the original principal
amount of $750,000 and in the amount of $500,000 demanded payment of principal
and accrued interest based on a formula of conversion which the Company is in
disagreement.  In November 2001, the court granted summary judgement on the
issue of liability under the notes and the Company has requested a jury trial to
determine the amount owed.

     In  addition,  the Holder has  brought an action  against  the  Company for
payment of $550,000 under the terms of a note executed by the Company on January
7, 2000 which the Holder claims is in default. This $550,000 note was secured by
a first  priority  deed to secure  debt on Lot 4 of the Swiss Air  Estates and a
second  priority  deed  to  secure  debt on Lot 8.  The Company has an agreement
whereby the note will be cancelled and  considered paid in full upon transfer of
Lot #4 and the payment of $250,000.  Holder disputes the enforceability of this
agreement.

     The Company is a third party defendant in an action filed by an individual
with whom there was an agreement involving certain financing activities.  The
complaint involves claims of breach of  contract  and breach of  fiduciary duty.
Damages are not capable of being determined, however the Company does not
believe the outcome will have a material impact on the operating results of the
Company.

     The Company is engaged in various  other  litigation  matters  from time to
time in the ordinary course of business. The Company will vigorously defend its
positions  and believes the outcome of any  litigation  will not have a material
effect on the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of security holders of the Company during
the fourth quarter of the fiscal year ended September 30, 2001.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's  Common Stock trades  over-the-counter  on the bulletin board
operated by the National  Association  of  Securities  Dealers,  Inc.  under the
symbol  "LAHA." The  following  table sets forth the high and low closing bid of
the  Company's  Common Stock for each quarter  during the past two fiscal years.
The prices reflect inter-dealer  quotations without retail mark-ups,  mark downs
and  commissions,  and do not necessarily  represent  actual  transactions.  The
Company's securities began trading in August 1996.

<TABLE>

                                                            High           Low
                                                     -------------  ------------
<S>                                                        <C>             <C>
Fiscal Year Ended September 30, 2001
      Fourth Quarter                                     $  1.030       $ 0.550
      Third Quarter                                         1.030         0.660
      Second Quarter                                        1.720         0.750
      First Quarter                                         1.780         0.530
Fiscal Year Ended September 30, 2000
      Fourth Quarter                                     $  2.063       $ 1.031
      Third Quarter                                         3.125         1.250
      Second Quarter                                        4.625         1.750
      First Quarter                                         5.125         2.375
</TABLE>

     As of December 31, 2001 there were approximately 1,000 holders of record of
the Company's common stock.

     The Company has never  declared  or paid any cash  dividends  on the Common
Stock and does not presently intend to pay cash dividends on the Common Stock in
the foreseeable future.


ITEM 6.  SELECTED FINANCIAL DATA

     The operations of Lahaina and UCMC and CKC have been included in the
Company's financial  statements  from the date of acquisition.  The selected
consolidated annual  financial  data presented  below was derived from the
Company's  audited consolidated  financial statements for the year ended
September 30, 2001 and September 30, 2000.  This selected  financial data were
derived from the Company's  consolidate  financial statements.  This selected
financial  data should be read in  conjunction  with "Management's  Discussion
and Analysis of Financial Condition and Results of Operations" and the Company's
consolidated  financial  statements  and  notes thereto.

<PAGE>

                            LAHAINA ACQUISITIONS, INC

<TABLE>

                                                        Year ended                 Year ended
                                                    September 30, 2001         September 30, 2000
                                                    ------------------      -----------------------
<S>                                               <C>                    <C>

INCOME STATEMENT DATA

Revenue                                            $  24,653,161           $        12,068,236
Income (loss) from operations                      $   1,488,807           $        (2,716,953)
Income (loss) before income taxes                  $   2,626,753           $        (1,987,257)
Net income (loss)                                  $   3,086,753           $        (1,987,257)
Basic and diluted income (loss) per share          $        0.14           $             (0.12)


                                                    September 30, 2001          September 30, 2000
                                                   -------------------          -------------------
BALANCE SHEET DATA:

Total assets                                       $  91,096,256           $         7,483,750
Total debt                                         $  77,616,799           $         8,478,964
Total liabilities                                  $  80,388,663           $        11,163,992
Stockholders' equity (deficit)                     $  10,707,593           $        (3,259,097)
Total liabilities and stockholder's
            equity (deficit)                       $  91,096,256           $         7,483,750
</TABLE>

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     The  following  discussion  of the  results  of  operations  and  financial
condition of Lahaina  Acquisitions,  Inc. should be read in conjunction with the
Consolidated  Financial  Statements and Notes thereto included elsewhere in this
annual report on Form 10-K.

OVERVIEW

     Lahaina  Acquisitions,  Inc.  ("Lahaina" or the "Company") is a multi-state
provider of mortgage  banking services to consumers and is also a real estate
developer.  The Company's operations consist of a mortgage banking division
("United Capital Mortgage Corporation" or "UCMC"), a real estate development
division ("Accent Real Estate Group" or "ARG") and a residential construction
financing company ("Cross  Keys Capital, LLP" or "CKC").


RESULTS OF OPERATIONS


FOR THE YEAR ENDED SEPTEMBER 30, 2001

Revenues

          Revenues for the year ended September  30, 2001 totaled $24,653,161.
Mortgage fee income generated by mortgage operations represented $22,491,419
(or approximately 91.2 percent) of total revenues for the period.

     Revenues for ARG totaled $2,161,742 for the year ended September 30, 2001
(or approximately 8.8 percent of total revenues).  Revenues for ARG represented
the recognition of deferred revenue from fiscal 2000 from the sale of lots in
the Swiss Air development.

Operating Expenses

     Operating expenses for the year ended September 30, 2001 totaled
$23,164,354.  The principal components of operating expenses for the period were
commissions ($10,301,450 or 44.5 percent of total operating expenses), general
and administrative expenses ($5,391,067 or 23.3 percent of total operating
expenses), salaries and employee benefits ($5,004,258 or 21.6 percent of total
operating expenses), occupancy expense ($863,542 or 3.7 percent of total
operating  expenses) and professional fees ($935,383 or 4 percent of total
operating expenses).

     Broker commissions consisted of commissions paid by mortgage operations to
employees for loans closed by each branch.  Such expenses also represent
commissions due to branch offices net of applicable fees due to AMSI.

     General and administrative expense ($5,391,067 for the period) consisted of
$2,229,558 (or 41 percent of the total) in interest expense associated with the
mortgage warehouse lines,  $495,223 (or 9 percent  of  the  total) for office
supplies,  $352,347 (or 7 percent of the total) in telephone expense, $268,284
(or 5 percent of the total) in travel expense and $229,310 (or 4 percent of the
total) in computer related expenses.  Of the total $5,391,066 in general and
administrative expenses, $618,054 (or 11.5 percent of the total) is attributable
to corporate activities,  $4,732,370 (or 87.7 percent of the total) attributable
to the mortgage brokerage segment, and $40,642 (or 0.8 percent of the total)
attributable to the real estate division segment.

     The principal components of the $618,054 of general and administrative
expense attributable to corporate activities were insurance ($171,010), costs
associated with raising capital ($90,828), travel and entertainment ($84,437)
and outside services ($57,950).

     The principal components of the $4,732,370 of general and administrative
expense  attributable to the mortgage operations segment were interest expense
($2,229,558), office supplies ($467,800), telephone ($301,010), computer related
expenses ($229,309), travel and entertainment ($177,347), escrow related
expenses ($196,924), advertising and marketing ($180,206), and postage and
shipping ($180,344). The mortgage operations segment experienced a significant
increase in expenses as a result of the acquisition of UCMC.

     The principal components of the $935,383 of  professional  expenses were
consulting fees related to capital raising and shareholder relations ($162,675),
legal ($596,827) and accounting ($256,256).

Other Income (Expense)

     Other income (expense) for the year ended September 30, 2001 totaled
$1,137,946, primarily consisting of other income $1,716,282 for the period
partially offset by interest expense ($578,336) for the period.

<PAGE>

Net Income

     The Company recorded net income of $3,086,753 for the year ended September
30, 2001.  This net income represents a basic and diluted income per common
share of $0.14.


LIQUIDITY AND CAPITAL RESOURCES

     For the year ended September 30, 2001, the Company  provided $4,239,203 in
net cash from operating activities, a significant portion of which resulted from
the operating income of $3,086,753.  A total of $4,153,320 resulted from the
issuance of common stock for services performed for the Company and the increase
in accounts receivable of $1,363,107 and other assets of $1,118,308 related to
the acquisition of UCMC.  The primary use of operating cash was due to the
decrease in accounts payable of $1,302,841.

     The Company used $49,804,455 in net cash for investing activities for the
year ended September 30,  2001.  The major portion of this use of cash was
primarily due to the $48,617,203 increase in mortgage loans held for sale that
resulted from the acquisitions of UCMC and CKC.  The cost of acquiring UCMC of
$717,193 was another use of cash for investing purposes.  The proceeds from the
sale of real estate ($133,500) were offset by the costs of development of the
real estate ($33,533).  The purchases of property and equipment totaled $79,104
for the year ended September 30, 2001.

     The Company provided $46,143,620 in net cash for financing activities for
the year ended September 30, 2001.   The main source of the net cash came from a
$47,678,889 increase in notes payable related to the acquisitions of UCMC and
CKC.  This was slightly offset by the reduction in notes payable through
repayments of $1,535,269.

    The Company generated its positive cash flow from the mortgage banking
operations and the sale of stock in the Company.  The Company has restructured
several of its borrowing arrangements subsequent to September 30, 2001.  There
is no cash flow  impact  with  respect  to curing  the events of default as the
cure can be achieved by issuing and  delivering  common  stock of the Company.

     Management's  plan is to continue to  restructure or refinance its existing
obligations, increase the volume of mortgage loans sold through its mortgage
banking operations, develop and sell its various parcels of real estate and,
ultimately, to achieve profitable operations and positive cash flow.

     The  Company  intends to pursue  selected  acquisition  opportunities.  The
timing or success of any acquisition efforts is unpredictable.  Accordingly, the
Company is unable to  accurately  estimate  its  expected  capital  commitments.
Funding  for  future  acquisitions  will  likely  come  from  a  combination  of
additional borrowings and the issuance of additional equity.

FOR THE YEAR ENDED SEPTEMBER 30, 2000

Revenues

     Revenues for the year ended  September  30, 2000 totaled  $12,068,236.
Broker fee income generated by AMSI  represented  $9,009,017 (or  approximately
74.7  percent)  of  total  revenues  for the  period.  This  broker  fee  income
represents  fees  associated with the brokerage of mortgage loans by AMSI branch
offices.

     Revenues for ARG totaled  $3,059,219 for the year ended  September 30, 2000
(or approximately 25.3 percent of total revenues).  Revenues for ARG represented
$2,800,000 from the sale of lots in the Swiss Air development and $259,219
from the sale of an option to acquire property located in Athens, Tennessee.

Operating Expenses

     Operating   expenses  for  the  year  ended   September  30,  2000  totaled
$14,785,189.  The principal components of operating expenses for the period were
broker  commissions  ($7,707,545 or 52.1 percent of total  operating  expenses),
general  and  administrative  expenses  ($2,817,179 or 19.1 percent  of  total
operating expenses),  salaries and employee benefits ($1,621,065 or 11.0 percent
of total  operating  expenses),  cost of real  estate sold  ($1,234,700  or 8.4
percent of total  operating  expenses) and  professional  fees  ($611,828 or 4.1
percent of total operating expenses).

     Broker commissions  consisted of commissions paid by AMSI to branch offices
for loans brokered by each branch.  Such expenses represent commissions due to
branch offices net of applicable fees due to AMSI.

<PAGE>

     General and administrative expense ($2,817,179 for the period) consisted of
$1,536,062 (or 54.4 percent of the total) in bad debt expense  associated  with
valuation  of  notes  receivable,  $312,838  (or  11.3  percent  of  the  total)
attributable  to fees paid to lenders for  raising  capital,  $476,319  (or 16.9
percent of the total)  attributable to corporate  activities,  $433,096 (or 15.4
percent  of the total)  attributable  to the  mortgage  brokerage  segment,  and
$58,864  (or  2.1  percent  of  the  total)  attributable  to  the  real  estate
development segment.

     The  principal  components  of the  $476,319 of general and  administrative
expense attributable to corporate  activities were insurance  ($89,646),  filing
fees ($77,037), outside services ($72,879), telephone ($47,123) and travel and
entertainment ($41,740).

     The  principal  components  of the  $433,393 of general and  administrative
expense   attributable  to  the  mortgage  brokerage  segment  were  travel  and
entertainment  ($86,386),   payroll  services  ($65,622),   taxes  and  licenses
($59,324)  and  advertising  and  marketing  ($39,301).  The mortgage  brokerage
segment  experienced  significant  expansion of its branch  operation during the
period,  and as a result  experienced  significant  costs  associated  with this
expansion.

     The  principal  components  of the $611,828 of  professional  expenses were
consulting fees related to capital raising and shareholder relations ($370,413),
legal ($163,842) and accounting ($77,573).

Other Expense (Income)

     Other  expense  (income)  for the year ended  September  30,  2000  totaled
($729,696),  primarily  consisting of other income  ($1,556,629  for the period)
partially offset by interest expense ($826,936 for the period).

     Other income  ($1,556,632)  consists of a gain on the sale of a subsidiary
($1,166,872) and interest income ($164,144).  Interest expense ($826,936)
represents interest expense associated with the Company's  borrowings.
Approximately $398,630 of the total interest expense relates to borrowings
associated with the Company's real estate holdings.  The remaining $428,306 of
interest expense relates to general corporate indebtedness.

Net Loss

     The Company  recorded a net loss of $1,987,257 for the year ended September
30, 2000.  This net loss represents a basic and diluted loss per common share of
$0.12.

     Through the year to date period ended June 30, 2000, the Company recorded a
net income of approximately $735,000.  Due primarily to the following fourth
quarter adjustment to certain real estate transactions, the Company reported a
loss for the full year of $1,987,257 for a profit reversal of approximately
$2,700,000.

        Defer gain on sale of Tennessee property                $   891,000
        Defer gain on sale of Swiss Air lot                         600,000
        Write down note receivable on Beachside Commons sale        598,000
        Expense costs due to expiration of purchase option          440,000
                                                                -----------
                                                                $ 2,529,000

LIQUIDITY AND CAPITAL RESOURCES

     For the year ended  September 30, 2000, the Company used $1,038,467 in net
cash from operating activities.  A total of $498,896 was provided by an increase
in accounts payable and accrued expenses, $1,136,180 of net cash was provided by
an increase in amounts due to related  parties  resulting  from the sale of real
property and a non-cash charge to earnings of $1,536,062 resulted from the write
down of the note  receivable  from the sale of a subsidiary.  The primary use of
operating cash was to fund the net loss of $1,987,257 and recognize the non-cash
gain of $1,824,519 on the sale of real estate held for development.

     The Company used cash in investing  activities of $1,392,984.  A total of
$1,528,785 was used for the cost of real estate held for development which was
offset by the $150,000 gain on sale of real estate held for development.  The
purchases of property and equipment in the year ended September 30, 2000
totalled $14,199.

     The Company  provided  $2,688,448 in net cash for financing  activities for
the year ended September 30, 2000,  principally by a $840,930 reduction in notes
payable offset by an increase in new notes payable of $3,511,878.

     Historically,  the Company and its subsidiaries have not generated positive
cash flow. The Company has  restructured  several of its borrowing  arrangements
subsequent to September 30, 2000. The convertible  note  arrangement was amended
to provide  for an  extended  cure  period  with  respect  to certain  events of
default.  There is no cash flow  impact  with  respect  to curing  the events of
default as the cure can be achieved by issuing and  delivering  common  stock of
the Company.

<PAGE>

     The warehouse line of credit has been  restructured  to accept certain real
estate  owned as a reduction  in the  warehouse  line of credit.  The  remaining
outstanding  amounts are interest only with  principal  payments  subject to the
resolution of the SGE Mortgage Funding  Corporation  matter described in notes 7
and 9 to the Company's  financial  statements  included in this annual report on
Form 10-K.

     Management's  plan is to continue to  restructure or refinance its existing
obligations, increase the volume of mortgage loans brokered through its mortgage
operations,  utilize the more  profitable fee structure  offered by the mortgage
banking division through the acquisition of United Mortgage and develop and sell
its  various  parcels of real  estate  and,  ultimately,  to achieve  profitable
operations  and  positive  cash flow.  If,  however,  management  is not able to
achieve some or all of these objectives, then additional sources of capital will
have to be found. There is no guarantee that these additional sources of capital
can be located.

     The  Company  intends to pursue  selected  acquisition  opportunities.  The
timing or success of any acquisition efforts is unpredictable.  Accordingly, the
Company is unable to  accurately  estimate  its  expected  capital  commitments.
Funding  for  future  acquisitions  will  likely  come  from  a  combination  of
additional borrowings and the issuance of additional equity.


INFLATION

     The Company does not believe the moderate rates of inflation experienced in
the  Southeastern  United  States  over the past two years  have had a  material
effect on its sales or profitability.

MARKET RISK

     In evaluating  the Company and its lines of business,  the  following  risk
factors should be considered:

MORTGAGE BANKING SERVICES RISKS

IF INTEREST RATES RISE OR GENERAL ECONOMIC CONDITIONS DETERIORATE, IT COULD HARM
OUR BUSINESS

     UCMC will likely  originate fewer mortgage loans if interest rates rise. In
periods of rising interest rates,  demand for mortgage loans typically declines.
During those periods,  UCMC will likely  originate  fewer mortgage loans and its
revenues  will  decline.   Demand  for  refinancing   mortgages   declines  more
significantly  than for new home  purchase  mortgages  during  periods of rising
interest  rates.  UCMC's  business  would be  adversely  affected  by  declining
economic  conditions  in  those  states  where  it  originates  mortgage  loans,
particularly in their residential real estate markets.

IF WE DO NOT  COMPLY  WITH  MORTGAGE  BANKING  RULES  AND  REGULATIONS  OR OTHER
REGULATORY REQUIREMENTS, OUR BUSINESS MAY BE HARMED

     UCMC's business is subject to the rules and regulations of various federal,
state and local regulatory agencies in connection with originating,  processing,
underwriting  and selling  mortgage loans.  These rules and  regulations,  among
other things,  impose licensing  obligations on UCMC,  prohibit  discrimination,
establish  underwriting  guidelines  and  mandate  disclosures  and  notices  to
borrowers.  UCMC is also  required  to  comply  with  each  regulatory  entity's
financial  requirements.  If UCMC does not comply with these rules,  regulations
and requirements,  the regulatory agencies may restrict its ability to originate
mortgage loans.  Regulatory and legal requirements are subject to change and may
become more  restrictive,  making  compliance  more  difficult  or  expensive or
otherwise  restricting  UCMC's  ability to  conduct  its  business  as it is now
conducted.  As of June 30, 1999,  UCMC was not in compliance with the Department
of Housing and Urban Development ("HUD") net worth requirements. As of September
21, 1999, UCMC took corrective action to resolve this matter. UCMC believes that
it is currently in material  compliance with all applicable laws and regulations
to which it is currently  subject.  However,  no assurance can be given that the
costs of future  compliance  will not be  significant or that UCMC is in fact in
compliance with all applicable laws and regulations.

THE  MARKET  IN WHICH  WE  OPERATE  IS  INTENSELY  COMPETITIVE  AND  ACTIONS  BY
COMPETITORS COULD HARM OUR BUSINESS

     UCMC competes with other mortgage  banking  companies,  many of which are
larger,  are more  experienced  and have greater  financial  resources  than the
Company.  Accordingly,  UCMC  may  not be able to  successfully  compete  in the
mortgage  banking  market.  Competitors may be able to respond more quickly to
take  advantage  of new or changing  opportunities,  technologies  and  customer
requirements.  They also may be able to  undertake  more  extensive  promotional
activities,  offer more attractive  terms to borrowers and adopt more aggressive
pricing policies.

<PAGE>

REAL ESTATE DEVELOPMENT RISKS

IF THE REAL  ESTATE  INDUSTRY  OR GENERAL  ECONOMIC  CONDITIONS  DETERIORATE  IN
METROPOLITAN  ATLANTA,  GEORGIA, IT COULD HARM OUR BUSINESS

     ARG's real estate is located in and around the metropolitan Atlanta,
Georgia area. There are substantial risks associated with a large  investment in
real estate.  These include the following risks:

     - real  property  may decline in value due to changing  market and economic
conditions;

     - development and carrying costs may exceed  anticipated costs;

     - there may be delays in bringing inventories to market due to, among other
things,  changes in regulations,  adverse  weather  conditions or changes in the
availability of development financing on terms acceptable to the Company; or

     - interest rates may increase  which will  adversely  affect the ability of
the Company to sell their properties.

WE ARE SUBJECT TO CERTAIN  REGULATIONS  RELATED TO REAL ESTATE, AND IF WE DO NOT
COMPLY OUR BUSINESS MAY BE HARMED

     ARG's real estate business is subject to certain  federal,  state and local
regulations  and is  required to comply with  various  federal,  state and local
environmental,  zoning,  land use,  land  sales,  licensing  and other  laws and
regulations which govern its operations. Existing or future regulations may have
a material adverse impact on ARG's  operations by, among other things,  imposing
additional  compliance  costs and delaying  the period in which the  development
projects are brought to market.  ARG believes that it is in material  compliance
with all  applicable  laws and  regulations  to which it is  currently  subject.
However,  no assurance can be given that the costs of future compliance will not
be significant or that ARG is in fact in compliance with all applicable laws and
regulations.  In addition,  there can be no assurance that laws and  regulations
applicable to ARG in any specific jurisdiction will not be revised or that other
laws or  regulations  will not be adopted  which could  increase  ARG's costs of
compliance or prevent ARG from marketing or selling its properties.  Any failure
of ARG to comply with  applicable  laws or  regulations  or any  increase in the
costs of  compliance  could have a material  adverse  effect on ARG's  business,
operating results and financial condition.

IF OUR INVENTORY IS FOUND TO BE ENVIRONMENTALLY CONTAMINATED OUR BUSINESS MAY
BE HARMED

      Under various federal,  state and local laws,  ordinances and regulations,
the current or previous  owner,  manager or  operator  of real  property  may be
liable for the costs of removal or  remediation  of certain  hazardous  or toxic
substances  located  on or in, or  emanating  from,  such  property,  as well as
related  costs of  investigation  and property  damage.  These laws often impose
liability  without regard to whether the owner,  manager or operator knew of, or
was  responsible  for, the presence of the  hazardous or toxic  substances.  ARG
believes  that it is in  compliance  in all material  respects  with all federal
state and local laws,  ordinances and regulations  regarding  hazardous or toxic
substances,  but no assurance  can be given that  hazardous or toxic  substances
will not be found on its property or properties that it previously owned.

THE  MARKET  IN WHICH  WE  OPERATE  IS  INTENSELY  COMPETITIVE  AND  ACTIONS  BY
COMPETITORS COULD HARM OUR BUSINESS

     The real estate industry is highly competitive. ARG competes with builders,
developers and others for the acquisition of desirable properties and financing.
Many of ARG's competitors are larger and possess greater  financial,  marketing,
personnel and other resources.  Although ARG believes it can effectively compete
in its market areas,  no assurances  can be given as to ARG's future  ability to
locate,  develop and sell attractive properties in the market in which it wishes
to operate. Further, the entrance of high profile and well-established operators
into ARG's market areas may have a material adverse effect on ARG's operations.

GENERAL BUSINESS RISKS

WE MAY BE UNABLE TO RAISE ADDITIONAL  FUNDING TO PURSUE OUR STRATEGIES WHICH MAY
HARM OUR BUSINESS

     The Company  anticipates the need for additional  capital as it pursues its
business  strategy.  The Company expects to raise  additional  capital through a
combination  of new debt  issuances  and equity  sales,  from private as well as
public sources.  Issuance of new debt and/or the sale of equity will likely have
a dilutive  effect on the Company and its  shareholders.  Implementation  of the
Company's strategy and its business plans is contingent upon the availability of
such funding sources. No assurance can be given that the Company will be able to
raise debt or equity capital, at terms that are acceptable to the Company, or at
all, in order to fund its operations as set forth above.

<PAGE>

THE  UNPREDICTABILITY  OF OUR  QUARTER-TO-QUARTER  RESULTS  MAY HARM THE TRADING
PRICE OF OUR COMMON STOCK

     Because the Company has a limited  operating  history,  it lacks sufficient
historical  operating  data on which to base its future  operating  results  and
financial performance.  General economic conditions, as well as competition from
other  competing  businesses,  may adversely  affect the Company's  performance.
Because of these and other  factors,  the Company's  financial  performance  may
fluctuate from period to period, which could result in a material fluctuation in
the trading price of the Company's common stock.

WE ARE A GROWTH COMPANY, WHICH ENTAILS RISKS THAT COULD HARM OUR BUSINESS

     Inability of management to adequately manage the operations of the business
may subject the business of the Company to certain  risks,  in addition to those
commonly found in a growing company. These risks include:

     - obtaining additional financing;

     - providing adequate working capital to pay salaries for personnel hired to
acquire and develop  properties before revenue from the properties is sufficient
to pay their salaries;

     - the inability of management to recognize  potential  problems before they
become serious problems;

     - the lack of  sufficient  experience  in the staff to solve  problems once
they are identified; and

     - the risk from competitors.

THE  ISSUANCE OF  ADDITIONAL  SHARES OF COMMON  STOCK IN THE FUTURE MAY HARM THE
BOOK VALUE OF THE OUTSTANDING SHARES OF COMMON STOCK

     To the extent the future funding  requirements  of the Company  require the
issuance of  convertible  securities  or securities or debt having a priority to
the shares of Common  Stock,  the shares of Common Stock may suffer a decline in
book value.

WE DO NOT  ANTICIPATE  PAYING  DIVIDENDS ON OUR COMMON STOCK IN THE  FORESEEABLE
FUTURE

     The Company intends to retain all future earnings for use in the
development of its business.  The Company has never paid and does not currently
anticipate paying any cash dividends on its Common Stock in the foreseeable
future.

OUTLOOK FOR 2002

     The Company is currently a multi-state, a full service mortgage banker to
consumers.  The Company intends to become a leader in the mortgage lending
industry.

     The senior management team of UCMC has driven the rapid growth plan of the
Mortgage Division over the past year and continue to look towards the future.
UCMC has increased its mortgage origination volume in recent months from $231
million in 2000 to over $600 million for 2001.  With a goal of $100 million in
monthly production, UCMC is on track to attain an annualized mortgage
origination volume of approximately $1 billion during the next twelve months,
assuming no significant decrease in national mortgage originations.  UCMC
provides the licensing, marketing, training, access to a proprietary Internet
site for generating loan application information, closing, shipping and funding
which will be instrumental in the development of the Company's mortgage banking
division. United can provide services from the initial application, to the final
closing and funding of a loan.  With the implementation of the new Mortgage
Cadence software technology, UCMC will achieve these levels with increased
effiencies which will reduce staffing requirements and costs associated with the
increased volume.  UCMC continues to pursue additional state licensure as well
to open additional markets.

     On January 17,  2001 United  Capital  formed a  relationship  with the U.S.
Department of Housing and Urban  Development  (HUD) indicating its commitment to
Fair Lending Practices. United opened a Minority Lending Division to accommodate
loans that are frequently  overlooked by traditional mortgage companies.  Joseph
A. Garcia, HUD Secretary's  Representative,  Rocky Mountain States,  said, "As a
nation,  we now have the highest rate of  home ownership in our  history.  That
success is due to the expansion of access to capital for  previously  undeserved
borrowers; it is imperative that we ensure that the mortgage market continues to
work for all. United Capital  Mortgage  Corporation is signing an agreement with
HUD today to  demonstrate  their  ongoing  commitment  to fair lending and equal
opportunity or all of their customers.  We hope that other Colorado lenders will
follow their example." This  relationship  should create new  opportunities  for
United which should result in increased mortgage origination volume.

<page>

     The Real Estate Division currently has all properties listed for sale.
Swiss Air Estates,  located at Lake Sidney Lanier, just north of Atlanta,
consisted of 12 executive-estate size lots in an exclusive lakefront setting.
The lots ranged in appraised  value from $200,000 to more than $700,000.  The
Company sold seven of these lots during the year ended September 30, 2000 for an
aggregate sales price of $3,400,000. There are five remaining lots for sale with
an appraised value of $1,400,000 and associated land and development cost as of
September 30, 2000, of approximately  $164,000.  The Company will focus on the
immediate sale of all remaining lots as well as the 19,000 square foot Swiss Air
Estates residence acquired by the Company from its former Chief Executive
Officer in December 2000.

     The Company acquired Cross Keys Capital, LP of Hershey, Pennsylvania on
October 24, 2000.  The acquisition marked the entry into the traditional
construction financing arena.

<page>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                          INDEPENDENT AUDITORS' REPORT

                           LAHAINA ACQUISITIONS, INC.
                                AND SUBSIDIARIES

                           September 30, 2001 and 2000

                        Consolidated Financial Statements

                                      With

                          Independent Auditors' Report
<PAGE>

                          Independent Auditors' Report



The Board of Directors and Stockholders
Lahaina Acquisitions, Inc.
Atlanta, Georgia


         We have audited the accompanying consolidated balance sheet of Lahaina
Acquisitions, Inc. and Subsidiaries as of September 30, 2001, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

         In our opinion, such consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Lahaina Acquisitions, Inc. and Subsidiaries as of September 30,
2001, and the consolidated results of their operations and their cash flows for
the year ended September 30, 2001, in conformity with accounting principles
generally accepted in the United States of America.

MOORE STEPHENS FROST


Little Rock, Arkansas
December 21, 2001

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Lahaina Acquisitions, Inc.

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Lahaina
Acquisitions,  Inc. and subsidiaries (formerly The Accent Group, Inc. - see Note
A) (the  "Company")  as of  September  30,  2000,  and the related  consolidated
statements of operations, stockholders' deficit and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the  financial   position  of  Lahaina
Acquisitions, Inc. and subsidiaries as of September 30, 2000, and the results of
their  operations and their cash flows for the year ended September 30, 2000, in
conformity with generally accepted accounting principles.

Tauber & Balser, P.C.
Atlanta, Georgia

February 6, 2001

<PAGE>

                           LAHAINA ACQUISITIONS, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           September 30, 2001 and 2000

<TABLE>
       ASSETS                                                        2001                 2000
                                                                 ------------         ------------
<S>                                                             <C>                  <C>
Cash                                                             $   850,665          $    272,297
Real estate held for sale                                          7,995,000                    --
Real estate held for development                                     255,169             3,139,138
Foreclosed real estate                                                    --               143,960
Mortgage loans held for sale, net                                 72,221,049                    --
Property and equipment, net                                          633,571               201,818
Accounts Receivable                                                1,975,662                    --
Notes receivable, net                                              1,872,405             1,563,157
Due from related party                                                47,224                57,816
Goodwill, net                                                      4,342,777             1,575,433
Deferred income tax benefit                                          460,000                    --
Other assets                                                         442,734               530,131
                                                                ------------          ------------
Total assets                                                    $ 91,096,256          $  7,483,750
                                                                ============          ============

        LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Accounts payable and accrued expenses                        $  1,539,096          $  2,146,968
   Accrued interest payable                                        1,232,768               472,350
   Notes payable - warehouse line                                 71,265,897               642,442
   Notes payable                                                   6,230,902             5,581,253
   Notes payable related parties and stockholders                    120,000             2,255,269
   Deferred revenue                                                       --                65,710
                                                                ------------          ------------
         Total liabilities                                        80,388,663            11,163,992
                                                                ------------          ------------
Redeemable stock:
   Common stock, no par value; 1,550,000 and
     outstanding at September 30, 2000 with
     none outstanding at September 30, 2001                               --              (421,145)
                                                                ------------           ------------
Stockholders' equity:
   Preferred series B convertible stock, 2,000,000 shares
     authorized, 1,650,000 shares issued and outstanding           1,650,000                    --
   Common stock, no par value; 800,000,000 shares
     authorized, 24,856,283 shares issued
     and outstanding                                                      --                    --
   Additional paid-in capital                                      9,113,402               883,465
   Accumulated equity (deficit)                                      (55,809)           (3,142,562)
                                                                ------------           ------------
                                                                  10,707,593            (2,259,097)
   Less: subscriptions receivable                                         --             1,000,000
                                                                ------------           ------------
       Total stockholders' equity (deficit)                       10,707,593            (3,259,097)
                                                                ------------           ------------
         Total liabilities and stockholders' equity (deficit)   $ 91,096,256           $ 7,483,750
                                                                ============           ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.



<PAGE>


                           LAHAINA ACQUISITIONS, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Operations

                 For the Years Ended September 30, 2001 and 2000

<TABLE>
<CAPTION>

                                                                     2001                 2000
                                                                 ------------         ------------
<S>                                                              <C>                  <C>
Revenue:
 Mortgage service income                                         $ 22,491,419         $  9,009,017
 Sales of real estate                                               2,161,742            3,059,219
                                                                 ------------         ------------
Total revenue                                                      24,653,161           12,068,236
                                                                 ------------         ------------
Operating expenses:
 Broker commissions                                                10,301,450            7,707,545
 Salaries and employee benefits                                     5,004,258            1,621,065
 General and administrative                                         5,391,067            2,817,179
 Cost of real estate sold                                              60,982            1,234,700
 Cost related to expiration of option to
  acquire real estate                                                      --              440,320
 Professional fees                                                    935,383              611,828
 Occupancy expense                                                    863,542              157,694
 Amortization of goodwill                                             328,441              115,410
 Depreciation and amortization                                        213,903               53,377
 Property taxes                                                        65,328               26,071
                                                                 ------------         ------------
Total operating expenses                                           23,164,354           14,785,189
                                                                 ------------         ------------
Operating income (loss)                                             1,488,807           (2,716,953)
                                                                 ------------         ------------
Other income (expense):
 Gain on sale of subsidiary                                                --            1,166,872
 Other income                                                       1,716,282              242,322
 Interest expense                                                    (578,336)            (826,936)
 Liquidated damages (forgiveness) under
 convertible notes                                                         --              147,438
                                                                 ------------         ------------
                                                                    1,137,946              729,696
                                                                 ------------         ------------
Income (loss) before income tax provision (benefit)                 2,626,753           (1,987,257)

Income tax provision (benefit)                                       (460,000)                  --
                                                                 ------------         ------------
Net income (loss)                                                $  3,086,753         $ (1,987,257)
                                                                 ============         ============

Basic and diluted income (loss) per common share                 $       0.14         $     (0.12)
                                                                 ============         ============

Weighted average common shares outstanding -
 basic and diluted                                                 22,326,512           16,948,031
                                                                 ============        =============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>


                           LAHAINA ACQUISITIONS, INC.
                                AND SUBSIDIARIES

                 Consolidated Statements of Stockholders' Equity

                 For the Years Ended September 30, 2001 and 2000

<TABLE>
<CAPTION>

                                                                Preferred     Additional
                                                  Common        Shares          Paid-in         Accumulated
                                                  Shares        and Amount      Capital            Deficit           Total
                                                ----------    ----------    -------------     -------------    -------------
<S>                                             <C>           <C>              <C>            <C>               <C>
Balance at September 30, 1999                   12,967,343    $       --    $  (1,389,431)    $  (1,155,305)   $  (2,544,736)

Common stock redemption period expired           1,700,000            --           80,000                --           80,000

Common stock options exercised                   1,062,500            --           17,500                --           17,500

Common stock retired in cashless
exercise of options                                (49,080)           --               --                --               --

Issuance of common stock - purchase of
Paradigm                                           200,000            --          692,859                --          692,859

Common stock issued in settlement of
related party debt                                  43,750            --           62,519                --           62,519

Common stock issued as compensation                 18,750            --           26,794                --           26,794

Common stock exchanged in payment of services           --            --           10,781                --           10,781

Common stock issued - additional consideration
on purchase of Accent Mortgage                      62,500            --          250,000                --          250,000

Common stock warrants issued to pay fees                --            --          132,443                --          132,443

Common stock subscriptions receivable                   --            --        1,000,000                --        1,000,000

Net loss                                                --            --               --        (1,987,257)      (1,987,257)
                                               -----------    ----------    -------------     -------------    -------------

Subtotal                                        16,305,763            --          883,465       (3,142,562)      (2,259,097)

Less subscriptions receivable                     (700,000)           --       (1,000,000)              --        (1,000,000)
                                               -----------    ----------    -------------      -------------   -------------
Balance at September 30, 2000                   15,305,763     $      --    $    (116,535)     $(3,142,562)    $  (3,259,097)


Common stock issued - purchase of
United Capital                                   1,389,430            --        1,665,437               --         1,665,437

Common stock and warrants issued in connection
with partial modification agreement - UCMC         409,000            --        1,741,603               --         1,741,603

Issuance of common stock - purchase
of Cross Keys                                      655,172            --          426,533               --           426,533

Common stock subscriptions receivable              700,000            --               --               --                --

Common stock redemption period expired           1,550,000            --               --               --                --

Common stock issued in settlement of debt        3,337,918            --        3,483,215               --         3,483,215

Common stock exchanged in payment of services      209,000            --          913,149               --           913,149

Common stock redemption period expired -
Paradigm                                           300,000            --               --               --                --

Preferred stock issued                                  --      1,650,000              --               --         1,650,000

Cancellation of subscription receivable          1,000,000             --       1,000,000               --         1,000,000

Net income                                              --            --               --        3,086,753         3,086,753
                                               -----------     ----------   -------------      -----------     -------------
Balance at September 30, 2001                  $24,856,283     $1,650,000    $  9,113,402      $   (55,809)    $  10,707,593
                                               ===========     ==========    ============      ===========     =============
</TABLE>




The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>


                           LAHAINA ACQUISITIONS, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                 For the Years Ended September 30, 2001 and 2000


<TABLE>
<CAPTION>
                                                                                  2001                   2000
                                                                               ----------             ----------
<S>                                                                           <C>                   <C>
Cash Flows from Operating Activities:
  Net income                                                                  $   3,086,753         $ (1,987,257)
  Adjustments to reconcile operating income to net cash
   provided by operating activities
    Depreciation and amortization                                                   542,344               168,786
    Gain on sale of real estate held for development                                     --            (1,824,519)
    Loss on sale of property and equipment                                          129,384                 1,164
    Issuance of common stock for services                                         4,153,320                26,794
    Income related to restructuring of convertible notes                                 --               147,438
    Valuation adjustment related to note receivable                                      --             1,536,062
    Gain (loss) on  sale of subsidiary                                                   --            (1,166,872)
    Gain on sale of foreclosed real estate                                               --               (40,000)
    Deferred income tax benefit                                                    (460,000)                   --
    Loss on expiration of option to acquire real estate                                  --               440,320
    Interest income accrued on notes related to real estate sales                        --               (90,000)
    Changes in assets and liabilities:
      Restricted cash                                                                    --                77,352
      Receivables                                                                (1,363,107)              126,249
      Due from related party                                                         10,592             1,078,364
      Other assets                                                               (1,118,308)              203,744
      Accounts payable and accrued expenses                                      (1,302,842)              498,896
      Accrued interest payable                                                      626,777               173,918
      Deferred revenue                                                              (65,710)              (150,790)
      Other liabilities                                                                  --                (9,500)
   Increase in amounts due from former shareholders of Accent
      Mortgage Services, Inc. under indemnity                                            --              (248,616)
                                                                              -------------         -------------
Net cash used in operating activities                                             4,239,203            (1,038,467)
                                                                              -------------         -------------
Cash Flows from Investing Activities:
    Mortgage loans held for sale                                                (48,617,203)                   --
    Advances on notes receivable                                                   (309,248)                   --
    Acquisition of United Capital Mortgage                                         (717,193)                   --
    Sale of Accent Mortgage Services, Inc.                                         (181,674)                   --
    Proceeds from sale of real estate                                               133,500               150,000
    Development cost of real estate                                                 (33,533)           (1,528,785)
    Purchase of property and equipment                                              (79,104)              (14,199)
                                                                              -------------         -------------
Net cash provided by investing activities                                       (49,804,455)           (1,392,984)
                                                                              -------------         -------------

Cash Flows from Financing Activities:
    Proceeds from issuance of notes payable                                      47,678,889             3,511,878
    Repayment of notes payable                                                   (1,535,269)             (840,930)
    Proceeds from the exercise of stock options                                          --                17,500
                                                                              -------------          ------------
Net cash provided by financing activities                                        46,143,620             2,688,448
                                                                              -------------          ------------

Net increase in cash                                                                578,368               256,997
Cash, at beginning of the period                                                    272,297                15,300
                                                                              -------------          ------------

Cash, at end of the period                                                    $     850,665         $     272,297
                                                                              =============         =============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                  2001                   2000
                                                                                ----------           ----------

<S>                                                                             <C>                 <C>
Supplemental disclosure of cash flow information:
    Cash paid during the period for interest                                    $ 2,047,477        $    653,018
                                                                                ============        ============

Supplemental disclosure of non-cash transactions:
  Issuance of common stock related to the purchase of Accent Mortgage
    Services, Inc.                                                              $         --        $    250,000
                                                                                ============        ============

Transfer of foreclosed real estate and loans receivable, respectively,
  to satisfy warehouse line of credit                                           $         --        $    450,000
                                                                                ============        ============
  Sale of Beachside Commons I, Inc.
     Real estate held for sale                                                                        (3,650,000)
     Notes payable assumed by purchaser                                                                1,547,894
     Notes receivable                                                                                  2,028,057
     Other assets and liabilities assumed by purchaser, net                                              268,978

   Sale of lots
     Gross sales price                                                                                (3,250,000)
     Note to related party assumed by purchaser                                                        1,306,750
     Notes payable assumed by purchaser                                                                1,343,250
     Note receivable                                                                                     600,000

   Sale of Tennessee property
     Gross sales price                                                                                (1,150,000)
     Notes receivable                                                                                    900,000
     Note payable applied to purchase price                                                              250,000

   Purchase of Paradigm
     Goodwill                                                                                           (537,801)
     Property and equipment                                                                             (155,058)
     Issuance of common stock                                                                            692,859

   Other financing transactions
     Warrants issued in lieu of cash for debt issuance costs                                            (132,443)
     Other assets                                                                                        132,443

     Issuance of common stock in settlement of related party debt                                         62,519

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>


                           LAHAINA ACQUISITIONS, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           September 30, 2001 and 2000

1.       Summary of Significant Accounting Policies
         ------------------------------------------

         a.  Organization - Lahaina Acquisitions, Inc. and Subsidiaries (the
         "Company"") is a multi-state provider of mortgage lending and brokerage
         services to consumers and also operates a multi-state real estate
         development organization.  During the year ended September 30, 2001,
         the Company's operations consisted of a mortgage lending division
         ("United Capital Mortgage Corporation" or "UCMC"), a mortgage brokerage
         division ("Accent Mortgage Services, Inc." or "AMSI") and a real estate
         development division ("Accent Real Estate Group" or "ARG").  UCMC is a
         residential mortgage lender, providing mortgage lending services to
         consumers through a total of twelve traditional offices located in
         Colorado, Nevada and Florida as well as through its wholesale operation
         in New York.  AMSI is a residential mortgage broker, providing mortgage
         brokerage services to consumers through several branch offices located
         primarily in the Atlanta, Georgia metropolitan area.  During the year
         ended September 30, 2001, AMSI had approximately 30 branches.  ARG is
         a real estate development organization engaged in the sale of real
         estate.  Effective September 30, 2001, subject to certain consents and
         approvals, as further discussed in Note 3, the Company sold its
         mortgage brokerage division.

         b.  Principles of consolidation - The consolidated financial statements
         of the Company include the accounts of its wholly-owned subsidiaries.
         All intercompany transactions and balances have been eliminated in
         consolidation.

         c.  Basis of presentation and uses of estimates - The consolidated
         balance sheet has been prepared in conformity with accounting
         principles generally accepted in the United States of America. In
         preparing the consolidated financial statements, management is required
         to make estimates and assumptions that affect the reported amounts in
         the consolidated financial statements. Actual results could differ
         significantly from those estimates.

         d.  Revenue recognition - UCMC and AMSI's revenues are primarily
         derived from fee income from the brokerage of residential mortgage
         loans, and such revenues are recognized at the time the mortgage loan
         closes and fees are remitted to the Company from the closing agent. The
         fees are earned at the time of closing and are non-refundable. ARG owns
         parcels of land that it intends to develop and sell. Sales of lots are
         recognized when the required down payments are received, continuing
         investment and continuing involvement criteria are met, and title is
         conveyed to the buyer.

                  Sales of real estate generally are accounted for under the
         full accrual method. Under that method, gain is recognized when the
         collectibility of the sales price is reasonably assured and the
         earnings process is complete. When a sale does not meet the
         requirements for income recognition, gain is deferred until those
         requirements are met. Some sales of real estate are accounted for under
         the cost recovery method. Under that method, the gain on sale is
         generally deferred until the total payments by the buyer exceed the
         cost of the property sold. However, a portion of the deferred gain is
         recognized as income to the extent that the deferred gain exceeds the
         note receivable from the buyer plus the maximum continent liability to
         the Company for other debt on the property.

         e.  Mortgage loans held for sale - Mortgage loans originated and
         intended for sale in the secondary market are carried at the lower of
         cost or estimated market value in the aggregate. Net unrealized losses
         are recognized through a valuation allowance by charges to income.

         f.  Concentration and credit risk - The Company is subject to
         concentration of credit risk with respect to the portfolio of mortgage
         loans receivable as changes in the economic environment might adversely
         impact the borrowers ability or willingness to repay such mortgages.
         Additionally, the value of such mortgages can be impacted by
         fluctuations in interest rates and the credit markets.

<PAGE>

1.       Summary of Significant Accounting Policies (cont.)
         ------------------------------------------

         g.  Asset impairment - The Company has adopted SFAS No. 121,
         "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
         Assets to Be Disposed Of." This statement requires that long-lived
         assets and certain identifiable intangibles be reviewed for impairment
         whenever events or changes in circumstances indicate that the carrying
         amount of an asset may not be recoverable. Recoverability of assets to
         be held and used is measured by a comparison of carrying amount of an
         asset to future net cash flows expected to be generated by the asset.
         If such assets are considered to be impaired, the impairment to be
         recognized is measured by the amount by which the carrying amount
         exceeds the fair value of the assets. Assets to be disposed of are
         reported at the lower of the carrying amount or fair value less costs
         to sell.

         h.  Property and equipment - Property and equipment are carried at
         cost.  Depreciation is computed using the straight-line method over the
         estimated useful lives of the assets.

         i.  Foreclosed real estate - Foreclosed real estate is reported at the
         lower of cost or fair value less estimated disposal costs, determined
         on the basis of current appraisals, comparable sales, and other
         estimates of value obtained principally from independent sources.

         j.  Goodwill - Goodwill represents the excess of cost over the net
         assets of acquired businesses and is being amortized by the
         straight-line method over periods of ranging from ten to fifteen years.
         Amortization expense on goodwill was $328,441 and $115,910 for the
         years ended September 30, 2001 and September 30, 2000, respectively.

                  During the year ended September 30, 2001, the Company recorded
         goodwill of approximately $3,645,000 and $812,000, respectively, in
         connection with its acquisitions of United Capital Mortgage and Cross
         Keys Capital. During the same period, the Company recorded
         approximately $208,200 in goodwill to account for additional
         consideration for the acquisition of Accent Mortgage.

                  During the year ended September 30, 2000, the Company recorded
         $250,000 in goodwill to account for the Company's issuance of common
         shares as additional consideration for the acquisition of Accent
         Mortgage during the year ended September 30, 1999.

         k.  Income per common share - Basic income per common share is computed
         based on net income divided by the weighted average number of common
         shares outstanding. Diluted income per common share is computed based
         on net income divided by the weighted average number of common and
         potential common shares. Common share equivalents include those related
         to stock options, convertible notes, and warrants; however, such common
         share equivalents are anti-dilutive and therefore are excluded for
         purposes of calculating dilutive income per common share.

         l.  Stock option plan - The Company accounts for its stock option and
         employee stock purchase plans in accordance with Accounting Principles
         Board Opinion No. 25, "Accounting For Stock Issued to Employees"
         ("APB 25"). In accordance with APB 25, because the exercise price of
         the Company's stock options equals the market value of the underlying
         stock on the date of the grant, no compensation expense has been
         recognized.  The Company has adopted the disclosure only provisions of
         SFAS No. 123, "Accounting for Stock-Based Compensation."  Note 10 to
         the consolidated financial statements contains a summary of the pro
         forma effects to reported net income and net income per share for the
         years ended September 30, 2001 and 2000 as if the Company had elected
         to recognize compensation cost based on the fair value of the options
         granted as prescribed by SFAS No. 123.

         m.  Income taxes - The Company and its subsidiaries file consolidated
         income tax returns.  The Company utilizes the liability method of
         accounting for income taxes. This method requires the recognition of
         deferred tax assets and liabilities for the expected future tax
         consequences of events that have been recognized in the financial
         statements or tax returns. Under this method, deferred tax assets or
         liabilities are determined based upon the difference between the values
         of the assets and liabilities as reflected in the financial statements
         and their related tax basis at enacted tax rates in effect for the year
         in which the differences are expected to be recovered or settled.

<PAGE>

2.       Merger Transactions
         -------------------

              Effective October 1, 2000, The Company acquired United Capital
     Mortgage Corporation ("UCMC"), a 13-year old mortgage operation in a
     transaction accounted for as a purchase. United Capital Mortgage, which is
     based in Denver, Colorado, has branch offices in Colorado, Nevada, and
     Florida and a wholesale operation in New York. The net purchase price of
     $3,050,000 consisted of cash of $852,325 less outstanding receivables from
     UCMC's prior shareholders; promissory notes totaling $1,147,675 and shares
     of common stock valued at $1,050,000 based on the average closing price for
     the period five days prior to closing. The values assigned to the assets
     and liabilities of UCMC were as follows:

<table>

       
                                     <c>
        Cash and cash equivalents               $     135,132
        Receivables                                   674,910
        Loans held for sale                        15,424,698
        Property and equipment                        723,760
        Other assets                                2,416,816
        Notes payable                             (15,257,691)
        Accounts payable and other liabilities     (1,067,625)
                                                --------------
                                                $   3,050,000

</table>

              Effective July 2001, the Company entered into an agreement to
     partially modify the UCMC purchase agreement. Under the terms of the
     partial modification agreement, the Company agreed to cancel the
     outstanding principal and accrued interest balances of the promissory
     notes, of which they were in default, and issued warrants exercisable at
     $.001 to purchase 4,000,000 shares of the Company's common stock. In
     addition, the Company issued a total of 409,000 shares of stock to a prior
     stockholder of UCMC and other individuals in payment for services provided
     in connection with the acquisition. The value of these securities exceeded
     the value of the cancelled obligations resulting in additional goodwill of
     approximately $1,742,000.

              The Company acquired Cross Keys Capital, LP ("CKC") on October 24,
     2000 in a transaction which was also accounted for as a purchase. Cross
     Keys which is based in Hershey, Pennsylvania provides construction
     financing. This acquisition was made to provide the Company with the
     opportunity to market construction financing for residential property. The
     net purchase price for this acquisition was $425,000 consisting of shares
     of common stock valued based on the average closing price for the period
     five days prior to closing. The values assigned to the assets and
     liabilities of CKC were as follows:

<table>

       
                                     <c>
        Receivables                             $      50,672
        Loans held for sale                         8,179,148
        Property and equipment                         49,990
        Other assets                                  816,370
        Notes payable                              (8,255,272)
        Accounts payable and other liabilities       (154,003)
        Interest payable                             (261,905)
                                                --------------
                                                $     425,000
</table>

              In March 2000, the Company completed the acquisition of certain
     assets of Paradigm Mortgage Associates, Inc. ("Paradigm") for 500,000
     shares of common stock of Lahaina. Paradigm had a co-operative branch
     network of mortgage brokers and the Company offered many of these the
     opportunity to become co-operative branches with the Company. The purchase
     price for this transaction was based on the common shares issued and was
     allocated as follows:

<table>

       
                                     <c>
        Goodwill                                $   537,801
        Property and equipment                      155,058
                                                 ------------
                                                $   692,859
</table>

<PAGE>

3.  Related Parties Transactions And Subsequent Events
    --------------------------------------------------

              Several related entities and individuals have been parties to
     transactions with the Company during the course of the year. L. Scott
     Demerau, Chairman and CEO of the Company, Betty Sullivan, COO of the
     Company, LJ Entertainment, LLC, Kingdom General, LLC, Judy Demerau (the
     mother of L. Scott Demerau and a principal in LJ Entertainment and Kingdom
     General, LLC) and Accent Associates, LLC, owned by Charles Demerau (the
     brother of L. Scott Demerau), provided short term funding for the Company.
     At September 30, 2001, the Company had an outstanding note payable to Scott
     Demerau of $120,000.

              Effective September 30,2001, Mr. Demerau entered into a severance
     agreement within the Company.  As part of the agreement, Mr. Demerau agreed
     to convert a portion of existing related party debt owing to him and to
     cancel his employment agreement with the Company and the attendant
     obligations owing to him thereunder for 1,500,000 shares of common stock.
     Mr. Demerau also agreed to use the balance of his notes to reimburse a
     portion of his 2001 employee compensation, to cover certain expenses
     relating to the proposed listing of the Company's stock on a German
     exchange and to guarantee the Swiss Air residential property lease payments
     through February 15, 2002.

              On September 30, 2001, the Company sold, subject to certain
     consents and approvals, AMSI to Accent Management Group, LLC. The president
     and stockholder of Accent Management Group is Betty Sullivan who previously
     served as chief operating officer and as a director of the Company. She
     resigned from these positions effective September 30, 2001. The
     consideration for this transaction includes issuance of 6% preferred stock
     with an aggregate par value of $1,775,000 and common stock equal to ten
     percent of the outstanding common stock interest in AMSI. In addition, AMSI
     agreed to cancel $2,262,500 of outstanding intercompany accounts owed by
     the Company to AMSI as of that date. This consideration results in a gain
     on the sale of approximately $450,000 which has been deferred pending
     receipt of the necessary consents and approvals.

              During fiscal 2000, Accent Associates transferred shares of
     Lahaina common stock it owned to an employee of the Company in payment of
     Company obligations. The transaction had a value of $10,781 based on the
     market price of the stock at the date of transfer.

              In September 2000, Kingdom Generals LLC purchased two lots in
     Swiss Air Estates from the Company for total consideration of $800,000,
     which represented the fair market value of the lots. The transaction
     involved no seller financing and no continuing interest or obligation of
     the seller.

              On December 29, 2000, the Company acquired the personal residence
     of L. Scott Demerau, Chairman and CEO for approximately $8,000,000.  The
     price paid for the property was based upon an independent appraisal.  The
     Board of Directors, including four (4) outside Directors, unanimously
     approved the transaction.  Mr. Demerau abstained from the vote.  Payment
     consisted of the assumption of a $2,500,000 first mortgage on the property,
     the issuance of $1,650,000 of preferred stock to Mr. Demerau, the
     transfer of the Beachside note receivable at an assigned value of
     $2,450,000 to Mr. Demerau, the cancellation of $1,000,000 of notes
     receivable for the exercise of 700,000 stock options held by Mr. Demerau,
     Betty Sullivan, Judy Demerau, and a promissory note to Mr. Demerau in the
     amount of $385,000.

              During fiscal 2001, the Company granted options to related parties
     to purchase 500,000 shares of the Company's common stock at a price of
     $0.85 per share. These options expire in 2006.

              During fiscal 2000, the Company granted options to related parties
     to purchase 1,650,000 shares of the Company's common stock at prices
     ranging from $1.20 to $1.42 per share. These options expire in June 2005.


<page>


4.  Mortgage Loans Held For Sale
    ----------------------------

              Mortgage loans held for sale at September 30, 2001 consist of
     residential and construction loans which are considered to be short-term
     financial instruments and are valued at their carrying amounts which
     approximates market. The Company does not retain any loans as investments
     or any servicing rights. Mortgage loans held for sale consisted of the
     following:

<table>

       
                                     <c>
        Residential mortgage loans              $  65,760,549
        Construction financing                      6,460,500
                                                 -------------
                                                $  72,221,049
</table>

5.  Notes Receivable
    ----------------

              Notes receivable as of September 30, 2000 consisted of an amount
     of $1,553,938 due from the purchaser of Beachside Commons. The face value
     of the note is $3,000,000 plus related accrued interest of $90,000. At
     September 30, 2000, the note has been discounted by $1,536,062 to reflect
     the value of the collateral for the note which consists of 675,000 shares
     of the Company's common stock which are owned by the purchaser and 500,000
     shares of the Company's common stock pledged by a former AMSI shareholder.
     The 1,175,000 shares are the only collateral securing the note. On December
     29, 2000, in conjunction with the transaction involving the Swiss Air
     Estates property, the notes were transferred to Scott Demerau.

              A note receivable in the amount of $900,000 is due from the
     purchaser of certain undeveloped property located in Tennessee, which was
     sold in 2000. The property sold for $1,150,000, with a $250,000 down
     payment consisting of existing notes payable forgiven by the note holders
     being paid in cash. The note is collateralized by 325,000 shares of the
     Company's common stock pledged by the purchaser. The promissory note calls
     for monthly interest only payments through June 30, 2000 and thereafter
     monthly principal and interest payments of $38,000 through September 30,
     2002. As of September 30, 2000, the note holder had not made any principal
     or interest payments and the note was in default. Based on the uncertainty
     of the collectibility of the promissory note because the down payment by
     the buyer was less than the Company's basis in the land, the gain on the
     sale of $890,781 was deferred and is netted with the related note
     receivable.

              Reconciliation of notes receivable at September 30, 2000

<table>
                                                                           Notes
                           Note           Deferred       Valuation      Receivable,
                        Receivable          Gain         Allowance          Net
                       ------------      -----------     -----------     -----------

                    <c>              <c>             <c>             <c>

Beachside Commons       $ 3,090,000      $         -     $ 1,536,062     $ 1,553,938
Tennessee property          900,000          890,781               -           9,219
Swiss Air                   600,000          600,000               -               -
                        -----------      -----------     -----------     -----------
                        $ 4,590,000        1,490,781       1,536,062       1,563,157

</table>

              During the year ended September 30, 2001, the balances outstanding
     under these notes were realized and the previously deferred gains were
     recognized in income.

<PAGE>

6.  Real Estate Held for Development and Sale
    -----------------------------------------

              Real estate held for development at September 30, 2001 and 2000
consisted of the following:

<table>
                                                    2001           2000
                                                    ----           ----
       
                                     <c>              <C>
        Land held for development               $   91,605       $ 2,282,545
        Cost to develop land                       163,564           856,593
                                                ----------       -----------
                                                $  255,169       $ 3,139,138
</table>

              Income related to the sale of real estate held for development
during the year ended September 30, 2000:

<table>
                                                                           Cost of
                           Sales           Deferred          Net         Real Estate
                           Price           Revenue         Revenue          Sold
                       ------------      -----------     -----------     -----------

                    <c>             <c>             <c>             <c>

Tennessee property      $ 1,150,000          890,781         259,219         259,219
Swiss Air                 3,400,000          600,000       2,800,000         975,482
                        -----------      -----------     -----------     -----------
                        $ 4,550,000        1,490,781       3,059,219       1,234,700

</table>

              On December 29, 2000, Lahaina acquired the personal residence of
     L. Scott Demerau, Chairman, and CEO and President for approximately
     $8,000,000. The price paid for the property was based upon an independent
     appraisal. The Board of Directors, including four (4) outside Directors,
     unanimously approved the transaction. Mr. Demerau abstained from the vote.
     Payment consisted of the assumption of a $2,500,000 first mortgage on the
     property, the issuance of $1,650,000 of preferred stock to Mr. Demerau, the
     transfer of the Beachside Commons note receivable at a stated value of
     $2,450,000 to Mr. Demerau, the cancellation of $1,000,000 notes receivable
     for the exercise of 700,000 stock options by Mr. Demerau, Betty Sullivan
     and Judy Demerau and a promissory note to Mr. Demerau in the amount of
     $385,000.

7.  Options to Acquire Real Estate
    ------------------------------

              Previously, the Company acquired certain real estate located in
     Tennessee. This property was subsequently sold on December 30, 1999, to a
     third party for consideration totaling $1,150,000. The consideration
     consisted of $200,000 in existing notes payable forgiven by the holders and
     a promissory note made payable to the Company in the amount of $900,000.
     The note was secured by a second lien position on the property being
     developed (releases of which were subject to cash payments of principal), a
     guaranty made by a third party related to the issuer of the note, as well
     as by a pledge of 225,000 shares of the Company's common stock. The
     promissory note called for monthly interest only payments through June 30,
     2000, and  thereafter monthly principal and interest payments of $38,000
     through September 30, 2002. As of September 30, 2000, the note holder had
     not made any principal or interest payments and the note was in default.
     Based on the uncertainty of the collectibility of the promissory note and
     that the down payment by the buyer was less than the Company's basis in the
     land, the gain on the sale of $890,781 was deferred.

              The Company has made cash payments totaling approximately $440,000
     associated with an option to acquire a parcel of land located in Cumming,
     Georgia. Such payments include payment of interest on existing indebtedness
     associated with the parcel of land, fees to renew the option and architect
     and engineering costs relating to a potential project including the land.
     Prior to September 30, 2000, the Company's option to purchase the land
     expired. Accordingly the $440,000 was expensed. Subsequent to September 30,
     2000, the Company re-established its option rights.

              The options to acquire real estate do not contain any features
     other than those providing the Company the ability to acquire the specific
     real estate for a negotiated price. The Company has accounted for the
     options at cost.

<page>

8.  Property and Equipment
    ----------------------

              Property and equipment at September 30, 2001 and 2000 consists of
the following:

<table>
                                                    2001              2000
                                                    ----              ----
       
                                     <c>               <C>
        Leasehold improvements                  $    67,236       $         -
        Furniture and equipment                   1,297,054           262,298
                                                -----------       -----------
        Property and equipment, at cost           1,364,290           262,298
        Less accumulated depreciation               730,719            60,480
                                                -----------       -----------
        Property and equipment, net             $   633,571       $   201,818

</table>

             Depreciation expense for property and equipment was $213,903 and
     $53,377 for the years ended September 30, 2001 and 2000, respectively.

9.  Notes Payable
    -------------

              The Company has the following notes payable at September 30, 2001
and 2000:

<TABLE>
                                                                         2001                 2000
                                                                      ----------           ----------
<S>                                                                  <C>                  <C>
Notes payable:

Note payable to a bank; interest at prime;
secured by a first mortgage on a residence.                           $2,228,814           $        -

9% Convertible Note due April 2003.  Company may elect
to pay the note, plus accrued interest, with stock or
cash.  If the note is not paid on or before the due date, the
Holder may require conversion.  The note is secured by shares
of the Company's common stock equal to the number of shares
issuable upon conversion.                                                600,000                    -

Note payable secured by certain parcels of land held for
development, due June 7, 2000.  Interest at 9%.                          550,000              550,000

8% Promissory note due August 25, 2000. The note is secured
by shares of the Company's common stock.                                 500,000              500,000

Note payable to a bank secured by residential property,
payable on demand or if no demand, April 2002.  Interest
at prime plus 2%.                                                        495,000                    -

9% Promissory Note, secured by a second mortgage on certain
parcels of real estate, due January 31, 2001. Interest only
payable quarterly in arrears.                                            459,586              459,586

8% Note payable due September 25, 2000. Company may elect to pay
the note, plus accrued interest, with stock or cash. If the note
is not paid on or before the due date, the Holder may require
conversion.  The note is secured by shares of the Company's
common stock equal to the number of shares issuable upon conversion.     425,000              525,000

8% Note payable due December 26, 2000. Company may elect to
pay the note, plus accrued interest, with stock or cash. If
the note is not paid on or before the due date, the Holder may
require conversion. The note is secured by shares of the Company's
common stock equal to the number of shares issuable upon conversion.     425,000              475,000

Note payable secured by certain parcels of real estate, due
September 2004. Principal and interest payable monthly at a
rate of 15%.                                                             329,802              350,000

<PAGE>


9.  Notes Payable (cont.)
    -------------

Note payable with no interest unless default at which time
interest accrues at 12%, due December 15, 2001.  Secured
by real estate.                                                          150,000                    -

Note payable secured by residential property, payable on
demand.  Interest is payable monthly at a rate of 12%.                    67,000                    -

Insurance premium note. Interest at  11.5%, with monthly
payments of $14,950, through January 2001.                                     -               58,780

Note payable secured by certain parcels of land held for
development, due September 1, 2002.  Interest only is
payable at a rate of 9.5%.                                                     -            2,760,723

Note payable secured by first deed of trust on land sold in
Tennessee. Annual payments of $40,000 including interest, are
due beginning August 10, 2000 through August 2005. Interest is
payable at a rate of 8.25%.                                                    -              200,000

Note payable secured by certain parcels of real estate, due
April 8, 2000. Interest only is payable monthly at a rate of 15%.              -              161,750

                                                                    ------------         ------------
Total notes payable                                                    6,230,902            6,044,839
                                                                    ------------         ------------

Notes payable related parties:

Unsecured note payable to a stockholder, interest
at 7%, due on demand.                                                $   120,000                   --

Note payable to related party secured by certain parcels of land
for development, due July 1, 2000.  Interest only is payable
quarterly at a rate of 8.25%.                                                  -               39,307

Unsecured note payable to the majority shareholder, with no
stated interest rate, due on demand.  Interest is accrued at
10.25% per annum.                                                              -                7,382

9% Convertible Note, secured by a second mortgage on certain
parcels of real estate, due August 18, 2001. Interest only
payable quarterly in arrears.                                                  -              500,000

Unsecured note payable to a related party, due December 31,
2000. Interest only payable at maturity at a rate of 9% per annum.             -            1,072,825

Unsecured note payable to a related party, with no stated
interest rate, due on demand. Interest is accrued at 8.25% per annum.          -               71,720

Unsecured note payable to a related party, with no stated
interest rate, due on demand. Interest is accrued at 8.25% per annum.          -                4,371

Unsecured note payable to a related party, with no stated
interest rate, due on demand. Interest is accrued at 8.25% per annum.          -               86,476

Unsecured note payable to a related party, with no stated
interest rate, due on demand. Interest is accrued at 8.25% per annum.          -                8,602

Unsecured note payable to a related party, with no stated
interest rate, due on demand. Interest is accrued at 8.25% per annum.          -                5,000
                                                                    ------------          ------------
     Total notes payable related parties                                 120,000            1,797,683
                                                                    ------------          -----------
Total notes payable                                                 $  6,350,902          $ 7,842,522
                                                                    ============          ============
</TABLE>

<PAGE>

9.  Notes Payable (cont.)
    -------------

                  Scheduled maturities of the Company's notes payable and
         amounts due to related parties and stockholders at September 30, 2001
         are as follows:
<table>

         Year Ending September 30,
               
                     <c>
                2002                    $ 4,042,286
                2003                        363,075
                2004                      1,841,889
                2005                        103,652
                                        -----------
                Total                   $ 6,350,902

</table>

         a.  Conversion Provisions on the Convertible Notes - The terms of the
         8% convertible notes issued by Lahaina for general corporate
         indebtedness state that the notes may be converted by the holder at any
         time, and contain certain other conversion provisions. The conversion
         price of these notes is equal to 110% of the average closing bid price
         for the five (5) trading days immediately prior to the original
         issuance of the note. Conversion prices for the $425,000 and $425,000
         notes are $2.75 and $2.03, respectively. Conversion would therefore
         result in issuance of 154,545 and 209,360 common shares, respectively.

         b.  Warehouse Line of Credit - At September 30, 2001, the Company had
         $65,146,225 outstanding under a warehouse line of credit. This line is
         a $30,000,000 line with a $65,000,000 overline which bears interest at
         LIBOR plus 2.125%. In addition, the Company had $6,460,500 outstanding
         under a separate revolving line of credit, the proceeds of which had
         been used to fund construction financing loans. During the year ended
         September 30, 2001, this line was suspended due to a failure to paydown
         the outstanding balance on the line. Proceeds from future sale of
         construction loans will be applied to against this outstanding balance.

                  At September 30, 2000, the Company had $642,442 outstanding
         under a $2,000,000 warehouse line of credit. The funds were used to
         fund mortgage loans that ultimately would be sold to third parties. The
         warehouse line of credit is secured by the underlying mortgages
         originated using proceeds from draws on the warehouse line. The
         warehouse line was suspended as of July 9, 1999 due to violation of
         certain debt covenants and failure to repurchase or otherwise remove
         aged loans pursuant to the line of credit agreement. The lender has
         agreed to accept certain foreclosed properties in partial satisfaction
         of the line of credit. The lender has also agreed to allow the Company
         to make interest only payments on the remaining principal amount while
         the underlying loans are in receivership.

10.  Stock Options
     -------------

              The Company has previously adopted the Lahaina Acquisitions, Inc.
     Stock Option Plan that is open to participation of all directors, employees
     and key consultants to the Company or any subsidiary or affiliate of the
     Company. Under the terms of the plan, not more than 4,250,000 shares of the
     Company are available to be optioned. Options are granted at not less than
     the fair market value of the underlying stock at the date of grant and
     generally vest ratably over periods specified in each individual option
     grant. Such options expire five years from the date of grant.  Compensation
     expense will be recorded for grants to non-employees and consultants in
     accordance with SFAS No. 123. Employee stock options will be accounted for
     under APB 25 using the intrinsic value method. No compensation expense was
     recorded for the employee options issued during fiscal year 2000.

<page>

              A summary of the Company's stock option activity and related
     information for the years ended September 30, 2001 and 2000 follows:

<TABLE>
                                                                                 Weighted
                                                                                 Average
                                                                Number of        Exercise
                                                                 Options           Price
                                                                ---------       ----------
     <S>                                                     <C>                   <C>

       Balance at September 30, 1999                             400,000            0.35
            Granted                                            2,170,000            1.46
            Exercised                                         (1,062,500)           1.12
            Canceled                                            (100,000)           0.35
                                                              ----------
       Balance at September 30, 2000                           1,407,500            1.48
            Granted                                            4,504,500            0.75
            Exercised                                            (53,125)             --
            Canceled                                          (1,107,693)           1.47
                                                              ----------
       Exercisable at September 30, 2001                       4,751,182            1.05
                                                              ==========
       Exercisable at September 30, 2000                         275,458            1.46
                                                              ==========
       Exercisable at September 30, 2001                       3,778,100            0.93
                                                              ==========
       Shares available for grant at September 30, 2000        2,837,500
                                                              ==========
       Shares available for grant at September 30, 2001          303,343
                                                              ==========
</TABLE>

             The following table summarizes information about the Company's
         stock options outstanding and exercisable by price range at September
         30, 2001:
<TABLE>
                     Weighted
      Options         Average                           Options
    Outstanding      Remaining                      Exercisable at
    at September    Contractual          Exercise    September 30
       2001             Life               Price         2001
    -----------   ----------------      --------    ------------
 <S><C>           <C>                   <C>           <C>
         1,650        1.16 years          $3.00            1,108
        51,389        3.63 years           2.50           51,389
       100,000        4.00 years           2.00           25,000
       110,833        1.23 years           1.94           52,666
           611        3.76 years           1.87              611
       150,000        4.48 years           1.75          150,000
     1,367,125        4.76 years           1.50          164,895
       869,792        3.70 years           1.42          660,764
       150,000        4.31 years           1.28           37,500
        50,000        2.47 years           1.20           50,000
       500,000        2.86 years           1.00           84,167
       500,000        5.00 years           0.85          500,000
     2,000,000        4.82 years           0.54        2,000,000
    -----------                                       ----------
     5,851,400                                         3,778,100
    ===========                                       ==========
</TABLE>

         a.  Pro Forma Information - Pro forma disclosure information regarding
         net income (loss) and income (loss) per common share is required by
         Statement 123, and has been determined as if the Company had accounted
         for its stock options and the Stock Purchase Plan under the fair value
         method of that Statement.

                  For purposes of pro forma disclosures only, the estimated fair
         value of the options is amortized to expense over the options' vesting
         period. The fair value for all options was estimated at the date of
         grant using the Black-Scholes option valuation model with the following
         assumptions:

         Expected volatility                            49.0%
         Risk-free interest rate                         6.4%
         Expected life of options                     5 years
         Expected dividend yield                         0.0%

 <PAGE>

10.  Stock Options (cont.)
     -------------

              The weighted-average fair value per share of options granted
     during the years ended September 30, 2001 and 2000 was $0.03 and $0.05 per
     share, respectively.

                                                2001                2000
                                              --------            --------
    Net income (loss)
        As reported                          $ 3,086,753        $(1,987,257)
        Pro forma                              2,987,753         (2,094,785)

    Basic and diluted income (loss) per common share
        As reported                          $      0.14         $    (0.12)
        Pro forma                                   0.13              (0.12)

11.  Commitments, Contingencies and Subsequent Events
     ------------------------------------------------

         a.  Leases - The Company leases office space under an operating lease
         agreement. Future minimum lease payments on this noncancellable
         operating lease as of September 30, 2000 are as follows:

         Year Ending September 30,
                    2002                                     $  926,223
                    2003                                        886,347
                    2004                                        868,766
                    2005                                        766,529
                    2006                                        570,159
                    Thereafter                                  872,901
                                                             ----------
                                                             $4,890,925
                                                             ==========

                  This lease provides for payment of certain expenses by the
         Company. Rental expense charged to operations was $863,542 and $157,069
         for the years ended September 30, 2001 and 2000, respectively.

         b.  Legal proceedings - In July and August 1998, AMSI acquired from SGE
         and related entities notes secured primarily by first security
         interests in residences. The selling entity, SGE, has been placed in
         receivership by Order of the Superior Court of Tift County, Georgia.
         The receiver is charged with the responsibility of settling competing
         claims, if any, to loans made and sold by SGE. Many of the loans
         acquired by the Company from SGE were later sold to Matrix Bank for a
         total purchase price of $623,032. Matrix Bank contends that some of the
         loans are subject to competing claims or are non-performing assets, and
         has demanded that the Company reacquire these loans.

                  The Company has negotiated a settlement with Matrix Bank in
         the amount of $55,000. Any losses would be subject to indemnification
         from the former AMSI shareholders.

                  On February 17, 2000, the Holder of convertible notes of the
         Company aggregating $1,250,000 sold the notes to Accent Associates,
         LLC, a related party of the Company in exchange for new debt. On
         default by  Accent Associates, LLC, the Holder reacquired the notes and
         on January 10, 2001, filed an action in the Superior Court of Fulton
         County, Georgia to collect on the notes based on a formula of
         conversion with which the Company is in disagreement.  In November
         2001, the court granted summary judgement on the issue of liability
         under the notes and the Company has requested a jury trial to determine
         the amount owed.

                  In addition, the holder has brought an action against the
         Company for payment of $550,000 under the terms of a convertible note
         executed by the Company on January 7, 2000 which the holder claims is
         in default. This $550,000 note was secured by a first priority deed to
         secure debt on Lot 4 of the Swiss Air Estates and a second priority
         deed to secure debt on Lot 8 of Swiss Air Estates. The Company has an
         agreement with the holder to transfer Lot #4 to the holder and pay
         $250,000 in full satisfaction of the note. As of the date of this
         report, the holder disputes the enforceability of the agreement.

                  The Company is a third-party defendant in an action filed by
         an individual with whom there was an agreement involving certain
         financing activities. The complaint involves claims of breach of
         contract and breach of fiduciary duty. The amount of damages has not
         been specified. The Company does not believe the outcome will have a
         material adverse impact on the operating results of the Company.

                  The Company is engaged from time to time in various other
         litigation matters in the ordinary course of business including
         disputes with vendors.

<page>

12.  Segment Information
     -------------------

              Prior to October 1, 2000, the Company operated in two business
     segments: Mortgage Brokerage and Real Estate Development. With the
     acquisition of United Capital Mortgage Corporation in October 2000, the
     Company has added mortgage banking to its services. A further description
     of each business segment, at September 30, 2001 and 2000, along with the
     corporate services area follows:

         a.  Mortgage Services - Provides mortgage banking origination services
         to consumers through several traditional branch offices located in
         Colorado, Florida, Nevada and New York.  The Company also provides
         mortgage brokerage origination services to consumers through several
         traditional branch offices located primarily in the Atlanta, Georgia
         metropolitan area.

         b.  Real estate division - This segment is a real estate development
         organization engaged in the sale of real estate currently held by the
         Company.

         c.  Corporate - Services include human resources, legal, accounting and
         various other of the Company's unallocated overhead charges.

              The accounting policies of the segments are the same as those
     described in Note B, "Summary of Significant Accounting Policies." The
     Company evaluates performance based on revenues and operating income (loss)
     of the respective segments. There are no inter-segment revenues.

              The following sets forth certain financial information
     attributable to the Company's business segments as of September 30, 2001:

  <TABLE>
<CAPTION>
                                    Mortgage        Real Estate
                                    Services           Division       Corporate          Total
                                  -------------     -------------    -------------    -------------
<S>                              <C>               <C>              <C>              <C>

Revenues                          $  22,716,419     $  1,936,742     $         --     $  24,653,161

Operating profit (loss)               1,579,365        1,696,211       (1,786,769)        1,488,807

Depreciation and amortization           517,119               --           25,225           542,344

Identifiable assets                  80,874,801          938,926        9,282,529        91,096,256

Capital expenditures                     79,104              --                --            79,104
</TABLE>


              The following sets forth certain financial information
     attributable to the Company's business segments as of September 30, 2000:

<TABLE>
<CAPTION>
                                     Mortgage        Real Estate
                                     Services         Development       Corporate          Total
                                  -------------     -------------    -------------    -------------
<S>                              <C>               <C>              <C>              <C>

Revenues                          $   9,009,017     $  3,059,219     $         --     $  12,068,236

Operating profit (loss)              (1,518,687)         926,966       (2,125,232)       (2,716,953)

Depreciation and amortization           144,151               --           24,636           168,787

Identifiable assets                   3,496,348        2,262,572        1,724,830         7,483,750

Capital expenditures                      -                 -              14,199            14,199
</TABLE>

<page>

13.  Stockholders' Equity
     --------------------

         a.  Preferred stock, common stock, rights and warrants - Associated
         with the 8% convertible notes issued by the Company during the year
         ended September 30, 2000, warrants were issued to the note holder to
         purchase the Company's common stock at any time up to three years from
         the date of original issuance of the respective note. The warrant price
         is equal to 110% of the average closing bid price of the Company's
         common shares for the five (5) trading days immediately prior to the
         original issuance of the note. Warrant prices for the $525,000,
         $500,000 and $475,000 notes are $2.75, $3.77 and $2.03, respectively.
         Exercise of the warrants would result in issuance of 52,500, 50,000
         and 47,500 common shares, respectively. At September 30, 2001, warrants
         to acquire a total of 4,150,000 shares of the Company's common stock
         were outstanding. The weighted average exercise price relating to these
         4,150,000 warrants is approximately $.10 per share.

                  A summary of the Company's stock warrant activity and related
    information for the years ended September 30, 2001 and 2000 is as follows:

<TABLE>
                                                                Number of
                                                                 Warrants
                                                                ----------
     <S>                                                        <C>

       Balance at September 30, 1999                               250,000
            Granted                                                150,000
            Exercised                                                   --
            Cancelled                                                   --
                                                               -----------
       Balance at September 30, 2000                               400,000
            Granted                                              4,000,000
            Exercised                                                   --
            Cancelled                                                   --
                                                               -----------
       Balance at September 30, 2001                             4,400,000
                                                               ===========
</TABLE>

14.  Employee Benefit Plans
     ----------------------

              The Company utilizes a third-party Professional Employer
     Organization to provide certain employee benefits plans to its employees.
     Benefits available to employees include medical, dental, life insurance
     coverage and participation in a 401(k) retirement plan. The Company, at its
     discretion, will match employees contributions to the 401(k) plan up to
     specified levels. For the years ended September 30, 2001 and 2000, no
     contributions were made by the Company to the plan.

15.  Income Taxes
     ------------

              At September 30, 2001 the effective tax rate varies from the
     maximum federal  statutory rate as a result of the following items:


                                                  2001                2000
                                                  ----                ----

        Current provision                     $       --          $       --
        Deferred benefit                              --                  --
        Change in valuation allowance           (460,000)                 --
                                              ----------          ----------
                                              $ (460,000)         $       --
                                              ==========          ==========
 <PAGE>

15.  Income Taxes, (cont.)
     ------------

              Deferred income tax assets and the related valuation allowances
     result principally from the potential tax benefits of tax carryforwards.


        Net operating loss carryforward         $ 1,194,216     $  2,200,000
        Less: valuation allowance                  (734,216)      (2,200,000
                                                -----------     ------------
                                                    460,000               --
        Deferred tax liabilities                         --               --
                                                -----------     ------------
        Net deferred tax assets                 $   460,000     $         --
                                                ===========     ============


              The Company's provision for income taxes varies from the statutory
     federal tax rate primarily due to the valuation allowance that which
     reduces the benefit of the net operating loss carryforwards and the effect
     of certain non-deductible expenses.

                  Analysis of the net deferred tax benefit at September 30, 2001
     and 2000 is as follows:

        Net operating loss carryforward         $ 1,194,216     $  2,200,000
        Less: valuation allowance                  (734,216)      (2,200,000)
                                                -----------     ------------
                                                    460,000               --
        Deferred tax liabilities                         --               --
                                                -----------     ------------
        Net deferred tax assets                 $   460,000     $         --
                                                ===========     ============


                  The net change in the deferred tax valuation allowance was a
         decrease of $1,466,000 for the year ended September 30, 2001 and an
         increase of approximately $814,000 for the year ended September 30,
         2000.

16.  Income Per Common Share
     -----------------------

              The following table sets forth the computation of basic and
diluted income per share:

<TABLE>

                                                               2001             2000
    <S>                                                      <C>           <C>

     Numerator:
           Net income (loss)                                  $ 3,086,753   $ (1,987,257)
                                                              ===========   ============

     Denominator:
           Denominator for basic loss per share-weighted
           average shares (including outstanding shares of
           redeemable common stock)                             22,326,512    16,948,031

    Effect on dilutive  securities:
           Employee  stock  options                                     --            --
           Stock  purchase warrants                                     --            --
                                                              ------------  ------------
              Denominator for diluted loss per share
               adjusted weighted                                22,326,512    16,948,031

         Net income (loss) per share - basic and diluted      $       0.14  $      (0.12)
                                                              ============  ============
</TABLE>

              The Company had 3,941,657 and 1,419,000 stock options and
     4,400,000 and 400,000 stock purchase warrants outstanding at September 30,
     2001 and 2000, respectively. The effect of these common stock equivalents
     would be anti-dilutive.

<page>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

     Prior to July 9, 1999, the Company's principal  accountants were Kenneth A.
Walters,  P.A.  As a result of the merger with  Accent,  the Company had engaged
Deloitte & Touche LLP as its principal  accounting  firm. On September 22, 1999,
the Company filed a current  report on Form 8-K with the Securities and Exchange
Commission  notifying the  commission of the change in the Company's  certifying
accountants. The Company had no disagreements with Kenneth A. Walters, PA on any
substantive matters prior to his resignation.

     On July 6, 2000,  Deloitte & Touche LLP  resigned as  principal  accounting
firm. On July 14, 2000, the Company filed a current report on Form 8-K with the
Securities  and Exchange  Commission  notifying  the  commission  of  Deloitte's
action. On July 24, and September 27, 2000, the Company filed amendments on Form
8-K/A giving  additional  information  about the change in accounting  firms. On
December 27, 2000 the Company  filed an amendment  on Form 8-K/A  notifying  the
commission  that  Tauber &  Balser,  P.C.  had  been  engaged  as its  principal
accounting firm. The Company had no disagreements  with Deloitte & Touche LLP on
any substantive matters prior to their resignation.

      On November  14, 2001, the Company filed a current report on Form 8-K with
the Securities  and Exchange  Commission  notifying  the  commission  that the
Company had engaged Moore, Stephens, Frost, P.C. as its principal accounting
firm.  On December 7, 2001 the Company filed amendments on Form 8-K/A giving
additional information  about the change in accounting  firms.  The Company had
no disagreements with Tauber & Balser, P.C. on any substantive matters prior to
their resignation.


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  table sets forth  certain  information  with respect to the
executive officers and Directors of the Company as of the date of this filing.

DIRECTORS AND OFFICERS  AGE    POSITION

Dan E. Moudy            52     Chief Executive Officer, President and Director
William McCord          46     Chairman and Director
L. Scott Demerau        40     Director
Robert E. Altenbach     54     Director
Joe McAdams             58     Director
Florian Homm            42     Director

     Certain  information  regarding  executive  officers  of the Company can be
found under the heading  "Executive  Officers of the  Company" in Part I of this
Annual  Report  on  Form  10-K.  Information  regarding  non-employee  directors
follows:

     Dan E. Moudy was elected the President and Chief Executive Officer of
Lahaina effective November 2, 2001.  Mr. Moudy is an attorney who has worked in
the public company acquisitions and mergers arena for many years.

     William McCord was elected as Chairman of the Company effective November 2,
2001.  Mr. McCord co-founded UCMC in 1985 and has for the last two years taken
over the day-to-day management of the mortgage company.  He served as the
non-executive Director and passive investor of UCMC until 1999.

     L. Scott Demerau, was elected as a director, the Chief Executive Officer
and  President of the Company effective August 23, 1999.  Subsequent to
September 30, 2001, Mr. Demerau resigned his position as the Chief Executive
Officer and  President of the Company.  Mr. Demerau holds a B.A. from the Ferris
State University.  Mr. Demerau began his entrepreneurial career in 1986 by
forming a family entertainment center company, Mountasia.  Mountasia held an
Initial Public Offering in 1993 and merged with Malibu Entertainment Worldwide
in 1994 where he served as Chairman, President and CEO until 1997. From 1997 to
1999, Mr. Demerau served as a consultant to Malibu.

     Robert E.  Altenbach  was elected as a director  of the  Company  effective
April 4, 2000. Mr.  Altenbach is a partner in the Atlanta office of the law firm
Kutak Rock. Mr. Altenbach's law practice is primarily in the areas of corporate,
finance  and  securities,  having  represented  a number of public  and  private
service and investment  firms in financings,  work-outs and  restructurings  and
underwriters   that  concentrate  on  private   placements  and  initial  public
offerings. Mr. Altenbach has practiced law in Atlanta since 1972 after receiving
undergraduate and law degrees from the University of Tennessee.

<page>

     Joe McAdams was elected as a director of the Company effective November 1,
2000.  Mr. McAdams is a publishing executive and has served as the President and
Chief Executive Officer of Affinity Group, Inc. since 1991.  Mr. McAdams served
as President and Publisher of Adams Publishing Corporation from 1988 to 1991.
Between 1987 and 1988, Mr. McAdams held the office of President and Publisher
of Southern California Publishing Co., an amalgamation of Hearst Community
Newspapers and Scripps Howard.  Mr. McAdams has served in various other
executive management positions since 1974.  Mr. McAdams has a Masters degree in
Business Administration from Loyola University and a B.A. from Southern Illinois
University.

     Florian Homm was elected as a director of the Company effective November 1,
2001.  Mr. Homm founded and helmed the Value Management & Research AG in 1993
which went public in 1998.  He is an investment banker and venture capitalist
who has backed more than fifty private and public companies worldwide.  Prior to
1993, Mr. Homm was the Managing Partner of Tweedy Browne.  Mr. Homm has a
Bachelors degree from Harvard University and a Master of Business Administration
degree from Harvard Business School.



ITEM 11. EXECUTIVE COMPENSATION

     The following tables set forth certain information concerning  compensation
for the  Company's  named  executive  officers for the year ended  September 30,
2001 and the year ended September 30, 2000:

<TABLE>
                                                      SUMMARY COMPENSATION TABLE

                                                          ANNUAL COMPENSATION            LONG TERM COMPENSATION
                                                    ----------------------------    --------------------------------
                                                    SALARY         OTHER ANNUAL      STOCK OPTIONS      ALL OTHER
Name and Principal Position         YEAR               $           COMPENSATION           (#)            COMPENSATION
----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>                <C>             <C>                  <C>
L. Scott Demerau President and      2001             13,085            -                      -              -
   Chief Executive Officer          2000            120,332            -                      -              -

Betty M. Sullivan - Executive
   Vice President and Chief         2001             61,779            -                500,000              -
   Operating Officer                2000             74,856            -                525,000              -

Jacqueline L. Flynn - Chief         2001             72,536            -                200,000              -
    Financial Officer  (1)

</TABLE>

1) Ms. Flynn accepted the position of Chief Financial Officer effective January
   20, 2001.  The  compensation above reflects earnings for that period.

<TABLE>

                              OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
---------------------------------------------------------------------------------------------------------
                                                                            Potential realizable  value
                                                                            at assumed annual rates of
                                                                             stock price  appreciation
                           Individual grants                                      for option term
-----------------------------------------------------------------------  ---------------------------------
                       Number of           Percent of
                      Securities         total options/
                      underlying          SARS granted    Exercise or
                     Options/SARS         to employees     base price         Expiration   5%       10%
       Name           Granted (#)        in fiscal year    ($/Share)           date        ($)      ($)
-----------------------------------------------------------------------------------------------------------
<S>                    <C>               <C>              <C>              <C>             <C>      <C>

L. Scott Demerau              0

Betty M. Sullivan       500,000 (1)        15%              $ .85           09/30/2006      0        0

Jacqueline L. Flynn     150,000 (2)       4.5%              $1.28           01/22/2006      0        0
                         50,000 (3)       1.5%              $1.50           10/01/2005      0        0

</TABLE>

<page>

(1)  Immediately vested options, exercisable at $.85 per share. Exercisable for
     five years from date of grant.

(2)  Immediately vested options, exercisable at $1.28 per share. Exercisable for
     five years from date of grant.

(3)  Immediately vested options, exercisable at $1.50 per share. Exercisable for
    five years from date of grant.

<TABLE>


                    Aggregated Option/SAR Exercises in Last
                    Fiscal Year and FY-End Option/SAR Values
--------------------------------------------------------------------------------------------------------------------------


                                                                    Number of securities          Value of unexercised in-
                                                                   underlying unexercised           the-money options/SARs
                                                                   options/SARs at FY-end            at FY-end

                      Shares acquired                                (#)                                    ($)
     Name             on exercise (#)    Value realized ($)     Exercisable     Unexercisable
<S>                     <C>                  <C>                  <C>             <C>                       <C>

L. Scott Demerau         0                    0                    -               -                         -

Betty M. Sullivan        0                    0                    -               -                         -

Jacqueline L. Flynn      0                    0                    -               -                         -

</TABLE>



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth  certain  information  with respect to the
beneficial  ownership of the  Company's  Common Stock and its Series A Preferred
Stock as of December 31, 2001 for (i) each  person or entity who is known by the
Company to beneficially own five percent or more of the outstanding Common Stock
of the Company,  (ii) each of the Company's  directors,  (iii) each of the Named
Executive  Officers (as defined  above),  and (iv) all  directors  and executive
officers of the Company as a group:

<TABLE>


                                                NUMBER OF SHARES          PERCENT OF CLASS
                                                         SERIES B               SERIES B
BENEFICIAL OWNER                               COMMON    PREFERRED      COMMON    PREFERRED
----------------------------------------------------------------------------------------------
<S>                                       <C>              <C>            <C>         <C>
William McCord                             10,790,522(1)            -      40.0%         -
161 Spurwink
Hot Springs, AR  71913
----------------------------------------------------------------------------------------------
L. Scott Demerau                            4,287,355       1,650,000      15.9%       100%
8645 Swiss Air Road
Gainesville, GA  30506
----------------------------------------------------------------------------------------------
Julia Demerau                               2,358,500               -       8.7%         -
8645 Swiss Air Road
Gainesville, GA  30506
----------------------------------------------------------------------------------------------
William McCord                             10,790,522 (1)           -      63.7%         -
L. Scott Demerau                            4,287,355       1,650,000      25.3%       100%
Betty M. Sullivan                             994,260 (1)           -       5.9%         -
Dan Moudy                                     347,400 (1)           -       2.1%         -
Jacqueline L. Flynn                           200,000 (1)           -       1.2%         -
Robert E. Altenbach                           150,000 (1)           -       0.9%         -
Florian Hamm                                  100,500 (1)           -       0.6%         -
Joe McAdams                                         0               -       0.3%          -
----------------------------------------------------------------------------------------------
All directors and officers as a group      16,920,037       1,650,000          %         -
 (8 people)
----------------------------------------------------------------------------------------------
</TABLE>

<page>

     For purposes of this table,  beneficial  ownership  has been  determined in
accordance with the provisions of Rule 13(d)-3 of the Securities Exchange Act of
1934,  as  amended,  under  which,  in  general,  a person  is  deemed to be the
beneficial owner of a security if such person has or shares the power to vote or
to direct  the voting of the  security  or the power to dispose or to direct the
disposition  of the  security,  or if such  person  has  the  right  to  acquire
beneficial ownership of the security within sixty days.

     1) Includes  shares that may be acquired upon exercise of employee  stock
options.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Several related  entities and individuals have been parties to transactions
with the Company during the course of the year. L. Scott  Demerau,  Chairman and
CEO of the Company,  Betty Sullivan, COO of the Company, LJ Entertainment LLC (a
related  party),   Kingdom   Generals  LLC,  Judy  Demerau,   (principal  in  LJ
Entertainment  and Kingdom Generals) and Accent Associates LLC (a related party)
provided  short term  funding  for the  company.  Advances  by the  parties  are
interest  bearing at rates from  7.00% to 12.00%.  At  September  30,  2001, the
balances owed are as follows:

L. Scott Demerau                $120,000

      Effective September 30,2001, Mr. Demerau entered into a severance
agreement within the Company.  As part of the agreement, Mr. Demerau agreed to
convert a portion of existing related party debt owing to him and to cancel his
employment agreement with the Company and the attendant obligations owing to him
thereunder for 1,500,000 shares of common stock.  Mr. Demerau also agreed to use
the balance of his notes to reimburse a portion of his 2001 employee
compensation, to cover certain expenses relating to the proposed listing of the
Company's stock on a German exchange and to guarantee the Swiss Air residential
property lease payments through February 15, 2002.

      On September 30, 2001, subject to certain consents and approvals, the
Company sold AMSI to Betty M. Sullivan.  Ms. Sullivan served as Chief Operating
Officer and as a director of the Company.  She resigned these positions
effective September 30,2001.  The consideration for the transaction includes the
issuance of preferred stock with Lahaina retaining a 10% common stock interest
in AMSI and cancellation of significant inter-company accounts that Lahaina owed
to AMSI.  Upon completion, the Company would recognize a gain on sale of
approximately $450,000, the gain of which will be deferred until all consents
and approvals have been obtained.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      (a)    The following documents are filed as part of this report:
        (1)
          (a)
             Consolidated Financial Statements:
             Report of Moore, Stephens, Frost, Independent Auditors
             Report of Tauber & Balser, P.C., Independent Auditors
             Consolidated Balance Sheets at September 30, 2001 and 2000
             Consolidated  Statements of Income for the year ended September 30,
               2001 and for the year ended September 30, 2000
             Consolidated Statements of Stockholders' Deficit for the year ended
               September 30, 2001
             Consolidated  Statements of Cash Flows for the year ended September
               30, 2001 and for the year ended September 30, 2000
             Notes to Consolidated Financial Statements



<page>

(2)  Exhibits

EXHIBIT NO.                                      DESCRIPTION OF EXHIBIT
-----------                                      ----------------------

     2.1  Agreement  and Plan of Merger dated July 21, 1999 by and among Lahaina
Acquisitions,  Inc.,  LAHA No. 1, Inc.,  Mongoose  Investments,  LLC, The Accent
Group, Inc. and Accent Mortgage Services, Inc. (the "Plan of Merger")(1)

     3.1 Amended and Restated Articles of Incorporation.(2)

     3.2 Bylaws of the Company.(2)

     3.3 Second Amendment to Articles of Incorporation of Lahaina  Acquisitions,
Inc.

     4.1 Securities  Purchase  Agreement  dated December 7, 1998, by and between
Lahaina Acquisitions, Inc. and GCA Strategic Investment Fund Limited.(3)

     4.2 9%  Convertible  Note of  Lahaina  Acquisitions,  Inc.  payable  to GCA
Strategic Investment Fund Limited, in the principal amount of $750,000.(3)

     4.3  Letter  Agreement  dated  January  19,  1999  by and  between  Lahaina
Acquisitions,   Inc.  and  GCA  Strategic  Investment  Fund,  Ltd.  amending  9%
Convertible Note.(4)

     4.4  Registration  Rights  Agreement dated December 7, 1998, by and between
Lahaina Acquisitions, Inc. and GCA Strategic Investment Fund Limited.(3)

     4.5  Letter  Agreement  dated  January  19,  1999  by and  between  Lahaina
Acquisitions, Inc. and GCA Strategic Investment Fund, Ltd. confirming conversion
of $25,000 Beachside Commons Note. (4)

     4.6 Form of Stock Certificate.(2)

     4.7  Securities  Purchase  Agreement  dated  August 19, 1999 by and between
Lahaina Acquisitions, Inc., and GCA Strategic Investment Fund Limited.(1)

     4.8 9%  Convertible  Note of  Lahaina  Acquisitions,  Inc.  payable  to GCA
Strategic Investment Fund Limited, in the principal amount of $500,000.(1)

     4.9  Registration  Rights  Agreement  dated  August 19, 1999 by and between
Lahaina Acquisitions, Inc. and GCA Strategic Investment Fund Limited.(1)

     4.10 Common  Stock  Purchase  Warrant in the amount of 50,000  shares to be
issued by Lahaina  Acquisitions,  Inc. and purchased by GCA Strategic Investment
Fund Limited, expiring on August 19, 2004.(1)

     4.11  Pledge  Agreement  dated  August  __,  1999  by  and  among  Mongoose
Investments, LLC, Richard P. Smyth and GCA Strategic Investment Fund Limited.(1)

     4.12 + Registration  Statement on Form S-8  (Registration  No.  333-90295),
dated and filed with the commission on November 4, 1999.

     10.1 Contract of Engagement  dated January 19, 1999 by and between  Lahaina
Acquisitions, Inc. and LKB Financial LLC.(4)

     10.2  Settlement and Release  Agreement  dated June 30, 1999 by and between
Lahaina Acquisitions, Inc. and Sherry Klein.(1)

     10.3 Purchase and Sale Agreement dated June 30, 1999 by and between Lahaina
Acquisitions, Inc. and Mongoose Investments, LLC.(1)

     10.4 GCA Consent to  Agreement  and Plan of Merger dated August 19, 1999 by
and between  Lahaina  Acquisitions,  Inc.  and GCA  Strategic  Investment  Fund,
Limited.(1)

     10.5  Consulting  Agreement  dated  August 16, 1999 by and between  Lahaina
Acquisitions, Inc. and Gerald F. Sullivan.(1)

     10.6  Consulting  Agreement  dated  August 16, 1999 by and between  Lahaina
Acquisitions, Inc. and Gator Glory, LLC.(1)

     10.7 Indemnification Agreement dated August __, 1999 by and between Lahaina
Acquisitions, Inc. and Richard P. Smyth.(1)

     10.8 Indemnification Agreement dated August __, 1999 by and between Lahaina
Acquisitions, Inc. and Gerald F. Sullivan.(1)

     10.9 Indemnification Agreement dated August __, 1999 by and between Lahaina
Acquisitions, Inc. and Sidney E. Brown.(1)

     10.10  Indemnification  Agreement  dated  August  __,  1999 by and  between
Lahaina Acquisitions, Inc. and D. Nelson Lester.(1)


<page>

     10.11  Escrow  Agreement  dated  August  16,  1999  by  and  among  Lahaina
Acquisitions,  Inc.,  LAHA No. 1, Inc.,  Mongoose  Investments,  LLC, The Accent
Group,  Inc.,  Accent  Mortgage  Services,  Inc.  and Altman,  Kritzer & Levick,
P.C.(1)

     10.12  Escrow  Agreement  dated  August  19,  1999  by  and  among  Lahaina
Acquisitions,  Inc., GCA Strategic  Investment Fund Limited and Kim T. Stephens,
Esq.(1)

     10.13  Second  Mortgage on  Beachside  Commons in the  principal  amount of
$500,000.(1)

     10.14 1999 Accent Stock Option Plan.(1)

     10.15 Stock Purchase  Agreement  dated as of December 31, 1999 by and among
Lahaina Acquisitions,  Inc., Accent Mortgage Services,  Inc. and NP Holding, LLC
(6)

     10.16 Non-recourse  Purchase Money Note between NP Holding, LLC, and Accent
Mortgage Services, Inc. (6)

     10.17 Stock Pledge  Agreement  between  Beachside  Holding,  LLC and Accent
Mortgage Services, Inc. (6)

     10.18 Stock pledge  Agreement  between  Beachside  Holding,  LLC and Accent
Mortgage Services, Inc. (6)

     10.19  Asset  Purchase  Agreement  dated  February  25,  2000 by and  among
Paradigm Mortgage Associates,  Inc., C. W. Robert Harrell,  Paul H. Halter, Jr.,
and Accent Acquisitions I, Co. (7)

     10.20 First  Amendment to Asset Purchase  Agreement dated March 20, 2000 by
and among Paradigm  Mortgage  Associates,  Inc., C. W. Robert  Harrell,  Paul H.
Halter, Jr., and Accent Acquisitions, I, Co. (7)

     10.21 Escrow  Agreement by and among Accent  Acquisitions  I, Co,  Paradigm
Mortgage Associates, Inc. and Kutak Rock LLP. (7)

     10.22 Second Amendment to Asset Purchase  Agreement by and between Paradigm
Mortgage Associates, Inc. and Lahaina Acquisitions, I, Co. (8)

     16 Letter of Resignation from Kenneth A. Walters, P.A.(5)

     21 Subsidiaries of the Registrant

     23.1 Consent of Moore Stephens Frost

     23.2 Consent of Tauber & Balser, P.C.

     24  Severance Agreement between Lahaina Acquisitions, Inc. and L. Scott
Demerau

     27 Financial Data Schedule (for SEC use only)

      + Previously filed.

     10.23 Stock Purchase Agreement dated October 24, 2000 and effective October
1, 2000 by and among Lahaina Acquisitions, Inc., United Capital Mortgage
Corporation, William D. McCord, Annika K. Clark and the Estate of Jonathan
Clark (9)

     10.24 Agreement of Purchase and Sale dated October 1, 2001 by and among
Lahaina Acquisitions, Inc., CKC General, Inc., Cross Keys Capital, L.P., Frank
Demarino, Robert G. Devlin, Frank A. Oliverio and Carmen P. Romano (10)

     10.25 Partial Modification Agreement dated July 27,2001 by and between
Lahaina Acquisitions, Inc., William D. McCord and Dan Moudy (11)

     10.26 Severance Agreement between L. Scott Demerau and Lahaina
Acquisitions, Inc. dated September 30, 2001 (12)

     (1)  Incorporated by reference to the Company's  Current Report on Form 8-K
dated August 23, 1999 and filed with the commission on September 7, 1999.

     (2)  Incorporated  by reference to the  Registration  Statement on Form 10,
filed December 29, 1995.

     (3)  Incorporated by reference to the Company's  Current Report on Form 8-K
dated and filed with the commission on December 28, 1999.

     (4)  Incorporated  by reference to the Company's  Quarterly  Report on Form
10-Q/A for the period  ended  December 31, 1998,  filed with the  commission  on
October 29, 1999.

<page>

     (5)  Incorporated by reference to the Company's  Current Report on Form 8-K
dated September 17, 1999 and filed with the commission on September 21, 1999.

     (6) Incorporated by reference to the Company's Current Report on Form 8-K/A
dated January 18, 2000 and filed with the commission on March 20, 2000.

     (7)  Incorporated by reference to the Company's  Current Report on Form 8-K
dated March 31, 2000 and filed with the commission on March 31, 2000.

     (8) Incorporated by reference to the Company's Current Report on Form 8-K/A
dated March 31, 2000 and filed with the commission on June 5, 2000.

     (b) Reports on Form 8-K.

          Current  Report  on Form 8-K dated  July 6,  2000 and  filed  with the
     commission  on July 14,  2000;  resignation  of  Deloitte  & Touche  LLP as
     certifying accountants.

          Current Report on Form 8-K/A  (amendment no. 1) dated July 6, 2000 and
     filed with the commission on July 14, 2000; resignation of Deloitte &
     Touche LLP as certifying accountants.

          Current Report on Form 8-K/A (amendment no. 2) dated July 6, 2000, and
     filed with the commission on September 27, 2000;  resignation of Deloitte &
     Touche LLP. as certifying accountants.

          Current  Report on Form 8-K dated November 14, 2000 and filed with the
     commission on November 21, 2000;  acquisition  of United  Capital  Mortgage
     Corporation.

          Current Report on Form 8-K/A  (amendment no. 3) dated July 6, 2000 and
     filed with the  commission on December 27, 2000;  resignation of Deloitte &
     Touche LLP as certifying  accountants  and  appointment of Tauber & Balser,
     P.C. as  certifying  accountants  and  election of Anthony P. Cappadona as
     director.

         Current Report on Form 8-K  dated and filed with the commission on
     January 5, 2001 disclosing acquisition or disposition of assets.

          Current Report on Form 8-K/A  dated and filed with the commission on
     January 19, 2001 disclosing acquisition or disposition of assets.

          Current Report on Form 8-K  dated and filed with the commission on
     May 2, 2001.

          Current Report on Form 8-K  dated and filed with the commission on
     May 2, 2001.

          Current Report on Form 8-K  dated and filed with the commission on
     May 2, 2001.

          Current Report on Form 8-K  dated and filed with the commission on
    November 14, 2001 disclosing changes in certifying accountants.

          Current Report on Form 8-K/A  dated December 10, 2001 and filed with
    the commission on December 11, 2001 disclosing other events.

          Current Report on Form 8-K/A  dated December 10, 2001 and filed with
    the commission on December 11, 2001 disclosing other events.

          Current Report on Form 8-K  dated  December 14, 2001 and filed with
    the commission on December 14, 2001 disclosing other events.





<page>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                LAHAINA ACQUISITIONS, INC.
                                  (Registrant)


Dated: January 2, 2002           By:    /s/ Dan E. Moudy
                                        --------------------
                                        Dan E. Moudy
                                        President and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

<TABLE>


              SIGNATURE                                    TITLE                                    DATED
          ----------------                            ---------------                            -----------
        <S>                          <C>                                                     <C>
         /s/ Dan E. Moudy             President, Chief Executive Officer,                     January 2, 2002
         --------------------         Director (Principal Executive Officer)
         Dan E. Moudy


         /s/ William McCord           Chairman & Director                                     January 2, 2002
         --------------------
         William McCord


         /s/ L. Scott Demerau         Director                                                January 2, 2002
         --------------------
         L. Scott Demerau


         /s/ Robert E. Altenbach      Director                                                January 2, 2002
         ----------------------
         Robert E. Altenbach


         /s/ Joe McAdams              Director                                                January 2, 2002
         ---------------------
         Joe McAdams



         /s/ Florian Homm             Director                                                 January 2, 2002
         ---------------
         Florian Homm


</TABLE>

<page>


                      EX-21
                 Subsidiaries

EX-21

                         SUBSIDIARIES OF THE REGISTRANT


Accent Real Estate Group, Inc.                                Georgia


United Capital Mortgage Corporation                           Colorado

Cross Keys capital, LLP                                       Pennsylvania



EX-23                   Consents

EX-23-1

<page>

                 CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Lahaina Acquisitions, Inc.

We consent to the inclusion of our report dated December 21, 2001, with respect
to the consolidated balance sheet of Lahaina Acquisitions, Inc. and Subsidiaries
as of September 30, 2001 and the related consolidated statements of earnings,
stockholders' equity, and cash flows for the year then ended, which report has
been included in the Form 10 KSB of Lahaina Acquisitions, Inc.

MOORE STEPHENS FROST

Little Rock, Arkansas
December 31, 2001

<page>


EX 23-2

                        TAUBER & BALSER, P.C.
                        Certified Public Accountants
                        3340 Peachtree Road, N.E.
                        Suite 250
                        Atlanta, GA  30326

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Lahaina Acquisitions, Inc.

We consent to the incorporation by reference of our report to the Board of
Directors and Stockholders of Lahaina Acquisitions, Inc. and Subsidiaries dated
February 6, 2001, accompanying the consolidated financial statements, of Lahaina
Acquisitions, Inc. and Subsidiaries as of September 30, 2000 included in the
September 30, 2001 Form 10-KSB for Lahaina Acquisitions, Inc. and Subsidiaries.


--------------------
TAUBER & BALSER, P.C.
Atlanta, Georgia
January 2, 2002

<page>

Exhibit 24
                               SEVERANCE AGREEMENT


         This Severance Agreement ("Agreement") is made and entered into as of
September 30, 2001, by and between and among Lahaina Acquisitions, Inc., a
Colorado corporation ("Lahaina"), and L. Scott Demerau, a resident of the State
of Georgia ("Demerau"), with reference to the following facts:


                                    RECITALS:


A.                Demerau was previously the President and CEO of Lahaina.
                  Demerau has an employment agreement with Lahaina (the
                  "Employment Agreement") and is entitled to certain employee
                  benefits from Lahaina, including an automobile allowance and
                  health insurance benefits (the "Benefits").

B.                Lahaina owes to Demerau approximately $538,783.79, plus
                  accrued  interest (the  "Demerau  Obligation"), pursuant to a
                  demand promissory note (the "Demerau Note").

C.                Prior to the date  hereof,  Demerau  sold his  residence
                 (the  "Swiss Air  Residence")  to Lahaina for a  purchase price
                  determined by an independent appraisal and approved in advance
                  by the Board of Directors of Lahaina.  A portion of the
                  purchase price in the sum of $397,120.00 (which is in addition
                  to the Demerau Obligation) is due in connection with the sale
                  of the Swiss Air Residence (the "Swiss Air Obligation").  The
                  Swiss Air Obligation (i) was to be paid by Lahaina over a term
                  of three years,  (ii)  approximately  $315,000 remains
                  outstanding as of the date of this  Agreement,  and (iii) is
                  secured by a deed to secure debt on the Swiss Air  Residence
                  (the "Mortgage").  The books and  records  of the  Company
                  reflect approximately $25,000 of accrued interest on the Swiss
                  Air Obligation as of September 30, 2001.

D.                Demerau  holds  275,000  stock  options, exercisable at $1.42
                  per share,  issued by Lahaina  (the "Stock Options").  None of
                  the subject Stock Options have been exercised.

E.                The parties desire to resolve all claims that they may have
                  against each other and to enter into mutual releases of such
                  claims, all on the terms and conditions set forth below.

                  With reference to the foregoing facts, and in reliance
                 thereon, and for good and valuable consideration, the receipt
                 of which is hereby acknowledged, the parties hereby agree as
                 follows:

1. Incorporation of Recitals.  The recitals set forth above are hereby
incorporated into and made a part of this Agreement.  The parties agree that the
recitals are true and correct.

2. Issuance of Stock. In full settlement of all of the claims held by Demerau
against Lahaina, as set forth above, and any other claims that may be held by
Demerau against Lahaina or any of its shareholders, officers and directors,
Lahaina hereby agrees to issue to Demerau 1,500,000 of restricted common stock
of Lahaina (the "Settlement Shares") in satisfaction of the obligation set forth
in the immediately preceding sentence.. The Settlement Shares shall be
restricted shares and may be sold only pursuant to Rule 144 promulgated pursuant
to the Securities Act of 1933 and any other restrictive agreements.

3. Obligation of Demerau. Demerau shall within ten days of the date of this
Agreement deliver to Lahaina the Demerau Note, marked canceled. In the event
that Demerau holds any security for the indebtedness owed to Demerau, including
the Mortgage, such security shall be reconveyed to Lahaina (or the party
providing such security).

4. Termination of Employment. Any employment by Demerau by Lahaina shall be
deemed terminated, except that Demerau shall retain his position on the Board of
Directors. Demerau agrees to resign from the Board on request. Lahaina shall
have no further obligation to Demerau in connection with any employment by
Lahaina. In connection therewith, the Employment Agreement and any Benefits to
Demerau shall be terminated, and any outstanding stock options or warrants held
by Demerau, including the Stock Options, shall be canceled.

5. The Swiss Air Residence. Demerau shall have the right to continue to reside
at the Swiss Air Residence on the condition that he provide and pay for routine
maintenance on the home, lawn and pool, pay all monthly utilities, gardener and
pool expenses and household cleaning expenses, keep all personal furnishings and
art work in the residence until an agreement is entered into for its sale, keep
the residence in good and clean condition and repair so as to facilitate its
sale, coordinate with any realtor employed by Lahaina on marketing needs that
would enhance or assist in the sale of the property, cooperate with the showing
of the property to potential buyers (including keeping the property in a
presentable condition that would enhance its sale) and, in general, cooperate
with Lahaina's efforts to sell the property. Except as specifically provided
otherwise in the immediately preceding sentence, Lahaina shall be responsible
for all other matters related to the ownership, maintenance and operation Swiss
Air Residence (including without limitation any and all improvements and
structural repairs). At any time after Lahaina obtains a binding agreement for
the sale of the Swiss Air Residence, Lahaina shall have the right to request
that Demerau (and any other occupants) vacate the Swiss Air Residence on 30 days
written notice, and Demerau agrees to vacate the premises and cause all other
occupants to vacate the Swiss Air Residence within 30 days of receipt of such
notice. It shall be the responsibility of Lahaina to pay (i) all property taxes
on the Swiss Air Residence, (ii) all owner's insurance covering Lahaina's
interest in the Swiss Air Property, and (iii) all monthly payments required
under the Mortgage and any other indebtedness secured by the Swiss Air
Residence. It will be Demerau's responsibility to obtain and pay for any
insurance on any of his personal property located at the residence.
Notwithstanding the foregoing, the parties hereby acknowledge that the lease
with Bethel Homes, LLC, covering the Swiss Air Residence will terminate as of
January 15, 2002.

6. Reimbursement by Demerau.  Demerau shall pay to Lahaina,  to be reflected
through a corresponding  credit towards the Demerau Obligation, a total of
$361,000, allocable as follows:

(a) The sum of $67,000 as a partial reimbursement for salary paid to Demerau for
the fiscal year ending September 30, 2001.

(b) The sum of $120,000 as reimbursement in connection with the contract entered
into between Lahaina and Florian Hamm and related entity.

(c) The sum of $87,000 to insure rental payments owing from Bethel Homes, LLC,
in connection with the Swiss Air Residence for the period beginning on October
1, 2001, and ending January 15, 2002.

7. Warranties  and  Representations.  Demerau makes the following  warranties
and representations,  each of which is true of the date hereof and is being
relied upon by Lahaina:

(a) There are no obligations of Lahaina to Demerau other than as set forth in
the recital above except for certain expenses of Lahaina recently paid by
Demerau on behalf of Lahaina which Lahaina has agreed to repay, a list of which
expenses is contained in Exhibit A hereto.

(b)  Demerau  holds no warrants or stock  options  for  Lahaina  stock other
han as set forth in the  recitals above.

8. Mutual General and Special Releases.

(a) Except for the obligations created or referred to hereunder, and the
warranties and representations contained herein which shall remain in effect,
Lahaina on the one hand and Demerau on the other hand, for itself and for its
successors and assigns, forever releases, relieves and discharges the other
party and its predecessors, successors, assigns, former and present officers,
directors, shareholders, attorneys, employees, agents, representatives,
subsidiaries, related entities and affiliates, from any and all claims, demands,
actions, cause or causes of action, suits, debts, sums of money, controversies,
damages, obligations and liabilities of every kind and nature (collectively,
"Claims"), whether vested or contingent, in law, equity or otherwise, that have
existed or may have existed, or that do exist as of the date of this Agreement
as set forth above, related to, by reason of, or arising out of any relationship
between Lahaina and Demerau. This release shall not, however, apply to any
Claims which are associated with or arise out of or facts, circumstances or
events occurring after the date of this Agreement.

(b) Each party hereto represents and warrants that no claim or right that is
released or dismissed under this Agreement has been transferred, hypothecated,
assigned or given away by that party prior to the date of this Agreement.

9. Covenant Not to Sue. Without limiting in any way the releases set forth
above, and subject to the performance of the terms, conditions, obligations and
promises herein contained, each party hereto hereby covenants and warrants that
it will not sue or otherwise commence or prosecute, or cause to be commenced or
prosecuted, any action or proceeding, civil, criminal, administrative, or
otherwise, related in any way to any matter released by this Agreement.

10. Disputed Claims. It is expressly understood and agreed that this Agreement
is being made solely for the purpose of avoiding the expense and inconvenience
of litigation and that it is not to be construed as an admission on the part of
any party hereto of any unlawful wrongful or improper conduct or of any
liability to any other party, all of which is expressly denied.

11. WMD Investments, LLC. The parties hereby acknowledge that WMD Investments,
LLC, a Georgia limited liability company ("WMD"), William McCord ("McCord") and
Julie Demerau ("Julie") entered into a Loan Agreement dated December 18th, 2000
(the "Loan Agreement"), pursuant to which McCord loaned to WMD the sum of
$1,000,000 (the "Loan") to be used by WMD to purchase shares of stock of
Lahaina. The Loan was represented by a promissory note (the "Note") made by WMD
and guaranteed by Julie. Julie's obligation to guarantee the Note was secured by
a Stock Pledge Agreement (the "Pledge Agreement") by and between Julie and
McCord pursuant to which Julie pledged certain additional shares of stock of
Lahaina owned by her as security for payment of the Note. By signing this
Agreement, McCord and WMD hereby agree to forbear enforcement of all provisions
of the Loan Agreement, the Note and the Pledge Agreement until after February
21, 2002. McCord and WMD are signing this Agreement only for the limited
purposes explained in this paragraph.

12. Further  Acts.  The parties  agree to  cooperate  in the  implementation of
the terms of this  Settlement Agreement and to execute such  documents as may
reasonably be necessary to carry out same within three (3) days of receipt of a
written request therefor.

13. Indemnification. Notwithstanding any other provision of this Agreement which
might otherwise be construed to the contrary, this Agreement is not intended to
and does not eliminate, reduce or otherwise modify the obligations of Lahaina to
indemnify the officers and directors of Lahaina (including without limitation
Demerau) in accordance with the terms of (i) Lahaina's Articles of
Incorporation, as amended, or Bylaws, as amended, (ii) applicable law, or (iii)
any indemnification or other agreement to which Lahaina is a party or by which
Lahaina is bound.

14. Guarantees. Lahaina shall use its best efforts to obtain the release of
Demerau from all guarantees pursuant to which Demerau has guaranteed any
obligation of Lahaina or any subsidiary of Lahaina (a "Lahaina Obligation"),
including without limitation those guaranties listed on attached Schedule 13. In
addition, Lahaina shall arrange for the release (through providing substitute
collateral or otherwise) of any collateral which is pledged as security for any
Lahaina Obligation (or any guaranty by Demerau of any Lahaina Obligation), if
such collateral is owned by Demerau, Julie Demerau, Charles W. Demerau, Judith
Demerau, Kingdom General, LLC, Accent Associates, LLC, or L.J. Entertainment,
LLC. Notwithstanding the foregoing, Lahaina shall fully and completely indemnify
Demerau if and to the extent Demerau incurs any cost, expense, liability or
obligation (including without limitation reasonable attorney fees) as a result
of guaranteeing any Lahaina Obligation.

15. Representations of the Parties.  Each of the parties represents, warrants
and agrees as follows:

(a) Such party has received independent legal advice from attorneys of its
choice with respect to the advisability of making this settlement and of
entering into this Agreement. Prior to the execution of this Agreement the
attorneys for each party reviewed this Agreement at length and had an
opportunity to make any desired changes.

(b) Such party has made such investigation of the facts pertaining to this
Agreement, and of all other matters related thereto, as such party deems
necessary.

(c) This Agreement has been carefully read by, the contents hereof are known and
understood by, and it is signed voluntarily by, each person executing this
Agreement.

(d) Each person executing this Agreement on behalf of a party warrants and
represents that he is fully authorized to do so (including, in the case of
Lahaina, by the Board of Directors of Lahaina) and that his signature on this
Agreement shall bind said party to the terms and provisions of this Agreement.

(e) This Agreement is intended to be final and binding and to be effective as a
full and final accord and satisfaction of any and all disputes between the
parties, except for the obligations created hereunder. Each party is relying
upon the said finality of this Agreement as a material factor inducing said
party's decision to settle said disputes.

16. General Provisions.

(a) Binding Upon  Successors.  All the terms of this Agreement shall be binding
upon,  inure to the benefit of and be enforceable by the successors, assigns and
heirs of the parties hereto.

(b) Integration Clause. This Agreement constitutes the whole and only existing
and binding agreement between the parties hereto concerning the releases granted
between and among them and supersedes all prior understandings on that subject,
whether written or oral. Other than the representations and warranties expressly
stated as such in this Agreement, there are no warranties, promises or
representations of any kind, express or implied, upon which any party has relied
in entering into this Agreement.

(c) Amendments.  This  Agreement  may be  modified  or  amended  only by a
writing  signed by the party to be charged.

(d) Counterparts.  This Agreement may be executed in counterparts.

(e) Counsel. Each party has been represented by counsel in the negotiation and
execution of this Agreement, and shall be responsible for its costs and
attorney's fees incurred in connection with this Agreement and its preparation.

(f) Attorney's Fees. In the event of the bringing of any action, suit or
proceeding by any party hereto against any other party hereto by reason of a
breach of this Agreement or any portion thereof, then the prevailing party in
such action or suit shall be entitled to have and recover all costs and expenses
of suit, including reasonable attorney's fees.

(g) Partial  Invalidity.  The  invalidity  of any  portion of this  Agreement
shall not affect the  remaining portions of this Agreement.

(h) Headings.  The headings in this  Agreement  are for the  convenience  of the
reader only and are not to be considered in any construction of the Agreement.

(i) Third Parties.  There are no third party beneficiaries of this Agreement.

(j) Preparation of Agreement. This Agreement was prepared as a result of
discussions between the parties hereto and shall be interpreted fairly and in
accordance with its plain meaning and not construed as if prepared exclusively
or primarily on behalf of or by either of the parties hereto.

(k) Gender and Number. As used in this Agreement, the masculine, feminine or
neuter gender and the singular or plural number shall each be deemed to include
the others wherever and whenever the context or construction so dictates. The
term "including" shall mean "including but not limited to."

     IN WITNESS  WHEREOF,  the parties  hereto have executed this Severance
Agreement as of the date set forth above.



"Lahaina"                            "Demerau"

Lahaina Acquisitions, Inc.
                                     L. Scott Demerau, Individually
By:

Print Name and Title


"McCord"                             "WMD"

______________________________________ WMD Investments, LLC, but only for the
limited purposes William D. McCord, Individually, but only for the limited
explained in Paragraph 11 purposes explained in Paragraph 11.

                                     By:__________________________________
                                        ----------------------------------
                                        -------------------------------------
                                        Print Name and Title